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Agreement and Plan of Merger - Shuanghui International Holdings Ltd. and Smithfield Foods Inc.

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EXECUTI

AGREEMENT AND PLAN OF MERGER

by and among

Shuanghui International Holdings Limited,

Sun Merger Sub, Inc.

and

Smithfield Foods, Inc.

dated as of May 28, 2013

 TABLE OF CONTENTS

Article I The Merger

Section 1.01 The Merger

Section 1.02 Closing

Section 1.03 Effective Time

Section 1.04 Effects of the Merger

Section 1.05 Articles of Incorporation and Bylaws

Section 1.06 Directors and Officers

Article II Effect of the Merger on the Capital Stock of the Constituent Corporations

Section 2.01 Conversion and Exchange of Shares of Company Common Stock

Section 2.02 Adjustment to Merger Consideration

Section 2.03 Surrender of Company Stock Certificates

Section 2.04 Company Equity Awards

Article III Representations and Warranties of the Company

Section 3.01 Due Organization and Qualification; Subsidiaries; Joint Ventures

Section 3.02 Articles of Incorporation and Bylaws

Section 3.03 Capital Structure

Section 3.04 Authority; Binding Nature of Agreement

Section 3.05 Non-Contravention; Consents

Section 3.06 Company SEC Documents; Financial Statements; Undisclosed Liabilities

Section 3.07 Absence of Certain Changes or Events

Section 3.08 Litigation; Orders

Section 3.09 Contracts

Section 3.10 Compliance with Laws; Governmental Authorizations

Section 3.11 Labor and Employment Matters

Section 3.12 Employee Benefit Matters

Section 3.13 Taxes

Section 3.14 Real Property; Personal Property

Section 3.15 Intellectual Property

Section 3.16 Environmental Matters

Section 3.17 Insurance

Section 3.18 International Trade Laws and Regulations

Section 3.19 Quality and Safety of Food Products

Section 3.20 Affiliate Transactions

Section 3.21 Foreign Corrupt Practices Act

Section 3.22 Information Supplied

Section 3.23 Voting Requirements

Section 3.24 State Takeover Statutes

Section 3.25 Brokers and Other Advisors

Section 3.26 Opinions of Financial Advisors

Section 3.27 No Other Representations or Warranties

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Article IV Representations and Warranties of Parent and Merger Sub

Section 4.01 Organization, Standing and Corporate Power

Section 4.02 Authority; Binding Nature of Agreement

Section 4.03 Non-Contravention

Section 4.04 Financing

Section 4.05 Litigation

Section 4.06 Information Supplied

Section 4.07 Activities of Merger Sub

Section 4.08 Brokers and Other Advisors

Section 4.09 Ownership of Company Common Stock

Section 4.10 Certain Agreements

Section 4.11 Solvency

Section 4.12 No Other Information

Section 4.13 Access to Information

Article V Covenants Relating to Conduct of Business

Section 5.01 Conduct of Business; Notice of Changes

Section 5.02 Solicitation; Takeover Proposals; Change of Company Board Recommendation

Article VI Additional Agreements

Section 6.01 Preparation of the Proxy Statement; Shareholders' Meeting

Section 6.02 Access to Information; Confidentiality

Section 6.03 Reasonable Best Efforts; Approvals; Transaction Litigation

Section 6.04 State Takeover Laws

Section 6.05 Employee Matters

Section 6.06 Director and Officer Liability

Section 6.07 Public Announcements

Section 6.08 Financing

Section 6.09 Financing Cooperation

Section 6.10 Change of Control Offer; Credit Agreement; Repatriation of Cash

Section 6.11 Section 16 Matters

Section 6.12 Escrow for Parent Termination Fee

Section 6.13 Obligations of Merger Sub

 Section 6.14 Notification of Certain Matters

Article VII Conditions Precedent

Section 7.01 Conditions to Each Party's Obligation to Effect the Merger

Section 7.02 Conditions to Obligations of Parent and Merger Sub to Effect the Merger

Section 7.03 Conditions to Obligation of the Company to Effect the Merger

Article VIII Termination, Amendment and Waiver

Section 8.01 Termination

Section 8.02 Effect of Termination

Section 8.03 Termination Fees and Expenses

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 Section 8.04 Amendment

Section 8.05 Extension; Waiver

Article IX Interpretation

Section 9.01 Certain Definitions

Section 9.02 Interpretation

Article X General Provisions

Section 10.01 Nonsurvival of Representations and Warranties

Section 10.02 Expenses

Section 10.03 Notices

Section 10.04 Entire Agreement

Section 10.05 No Third-Party Beneficiaries

Section 10.06 Assignment

Section 10.07 Governing Law

Section 10.08 Jurisdiction; Service of Process

Section 10.09 Waiver of Jury Trial

Section 10.10 Specific Performance; Remedies

Section 10.11 Severability

Section 10.12 Counterparts; Facsimile and Electronic Signatures

Exhibit A – Plan of Merger

Exhibit B – Amended and Restated Articles of Incorporation

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 AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 28, 2013, is entered into by and among Shu
International Holdings Limited, a corporation formed under the laws of the Cayman Islands ("Parent"), Sun Merger Sub, Inc.
Virginia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Smithfield Foods, Inc., a Virginia corporatio
"Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties". Ca
terms used and not otherwise defined herein have the meanings set forth in Section 9.01.

RECITALS

WHEREAS, the board of directors of the Company (the "Company Board") and the respective boards of directors of Par
Merger Sub have unanimously determined that it is in the best interests of their respective companies and shareholders, an
declared it advisable, to enter into the transactions provided for herein, and have approved the acquisition by Parent of the
through the consummation of the Merger and the other transactions contemplated by this Agreement, upon the terms and
the conditions set forth in this Agreement; and

WHEREAS, Parent, Merger Sub and the Company intend that, upon the terms and subject to the conditions set forth in
Agreement, and in accordance with the Virginia Stock Corporation Act of the Commonwealth of Virginia (the "VSCA"), Merg
will be merged with and into the Company, with the Company continuing as the Surviving Corporation (the "Merger"), wher
issued and outstanding share of Company Common Stock (other than shares of Company Common Stock to be canceled in
accordance with Section 2.01(b)) will be converted into the right to receive the Per Share Merger Price.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agree
contained in this Agreement, and subject to the conditions set forth herein, as well as other good and valuable consideratio
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as f

ARTICLE I

THE MERGER

Section 1.01 THE MERGER. Upon the terms and subject to the conditions set forth in this Agreement, including the Plan
Merger, and in accordance with the VSCA, at the Effective Time, Merger Sub shall be merged with and into the Company an
separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Mer
"Surviving Corporation") and a wholly owned subsidiary of Parent.

Section 1.02 CLOSING. Subject to the provisions of Article VII, the closing of the Merger (the "Closing") will take place
a.m. (New York City time), on the second (2nd) Business Day after satisfaction or (to the extent permitted by Law) waiver o
conditions set forth in Article VII (other than those conditions that by their

1
terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those
conditions). The Closing shall be held at the offices of Paul Hastings LLP, located at 75 East 55th Street, New York, NY 100
another time, date or place is agreed to in writing by Parent and the Company; provided, that without the prior written cons
Parent, the Closing shall not occur prior to the earlier of (a) a date during the Marketing Period specified by Parent on no fe
five (5) Business Days' notice to the Company or (b) if no such date has been specified by Parent, the second (2nd) Busines
following the final day of the Marketing Period. The date on which the Closing occurs is referred to in this Agreement as the
Date."

Section 1.03 EFFECTIVE TIME. Subject to the provisions of this Agreement, as promptly as practicable on the Closing D
Parties shall (a) file articles of merger, in customary form (the "Articles of Merger"), meeting the requirements of Section 13
the VSCA, including setting forth the related plan of merger meeting the requirements of Section 13.1-716 of the VSCA (suc
merger, the "Plan of Merger"), substantially in the form attached hereto as Exhibit A, with the State Corporation Commissio
Commonwealth of Virginia (the "SCC") and (b) duly make all other filings and recordings required by the VSCA in order to e
the Merger, in each case, in such form as required by, and executed and filed in accordance with, the relevant provisions of
VSCA. The Merger shall become effective upon the issuance of a certificate of merger by the SCC or at such later time as m
agreed to by Parent and the Company in writing and specified in the Articles of Merger (the date and time at which the Mer
becomes effective is referred to in this Agreement as the "Effective Time").

Section 1.04 EFFECTS OF THE MERGER. The Merger shall have the effects set forth in this Agreement and the applicable
provisions of the VSCA. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Co
shall possess all rights, privileges, properties, immunities, powers and franchises of the Company and Merger Sub, and all o
debts, liabilities, obligations, claims, restrictions and duties of the Company and Merger Sub shall become the debts, liabilit
obligations, claims, restrictions and duties of the Surviving Corporation.

Section 1.05 ARTICLES OF INCORPORATION AND BYLAWS.

(a) Articles of Incorporation. At the Effective Time, the Company's amended and restated articles of incorporation (t
"Company Articles of Incorporation") shall be amended and restated to read in their entirety as set forth in Exhibit B attache
and as so amended and restated shall be the articles of incorporation of the Surviving Corporation, until thereafter amende
to Section 6.06(a) hereof) as provided therein or by applicable Law.

(b) Bylaws. At the Effective Time, the Company's bylaws (the "Company Bylaws") shall be amended and restated to b
identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Survi
Corporation shall be "Smithfield Foods, Inc.") and as so amended and restated shall be the bylaws of the Surviving Corpora
thereafter amended (subject to Section 6.06(a) hereof) as provided therein or by applicable Law.

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 Section 1.06 DIRECTORS AND OFFICERS.

(a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corpora
their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in
accordance with the articles of incorporation and bylaws of the Surviving Corporation.

(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporat
their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordanc
articles of incorporation and bylaws of the Surviving Corporation.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS

Section 2.01 CONVERSION AND EXCHANGE OF SHARES OF COMPANY COMMON STOCK. At the Effective Time, by virtue of the
and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common S
any shares of capital stock of Parent or Merger Sub:

(a) Conversion of Merger Sub Stock. Each share of capital stock of Merger Sub issued and outstanding immediately
the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of commo
the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Sur
Corporation.

(b) Cancellation of Company-Owned Stock, Parent-Owned Stock and Merger Sub-Owned Stock. Each share of
Common Stock held by the Company or any wholly owned Subsidiary of the Company or held by Parent or Merger Sub, in e
immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, without payment of any
consideration therefor.

(c) Conversion of Company Common Stock. Except as provided in Section 2.01(b) and subject to Section 2.02, each
Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to
$34.00 in cash, without interest (the "Per Share Merger Price"), payable to the holder thereof upon surrender of such share
Company Common Stock in the manner provided in Section 2.03.

(d) Appraisal Rights. In accordance with Section 13.1-730 of the VSCA, no appraisal rights shall be available to the ho
Company Common Stock in connection with the Merger or the other transactions contemplated by this Agreement.

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 Section 2.02 ADJUSTMENT TO PER SHARE MERGER PRICE. If at any time during the period between the date hereof and th
Effective Time there shall be any stock split, reverse stock split, stock dividend (including any dividend or distribution of se
convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, ex
shares or other like change with respect to Company Common Stock, the Per Share Merger Price shall be appropriately adj
Parent to reflect the effect thereof.

Section 2.03 SURRENDER OF COMPANY STOCK CERTIFICATES.

(a) Paying Agent. Prior to the Effective Time, Parent shall enter into an agreement in form and substance reasonably
acceptable to the Company with the Company's transfer agent or a bank or trust company that is reasonably satisfactory to
Company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration in accordance with this
Promptly following the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying A
trust, for the benefit of the holders of shares of Company Common Stock, cash in an amount sufficient to pay the aggregat
Consideration. Any funds deposited with the Paying Agent pursuant to this Section 2.03(a) shall be referred to in this Agree
the "Exchange Fund."

(b) Company Stock Certificate Exchange Procedures. As soon as reasonably practicable after the Effective Time, P
shall cause the Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Com
Common Stock outstanding immediately prior to the Effective Time (a "Company Stock Certificate") or shares of Company
Stock represented by book-entry ("Book Entry Shares") whose shares of Company Common Stock were converted into the
receive the Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of lo
title to the Company Stock Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Payin
and which shall otherwise be in customary form (including customary provisions with respect to delivery of an "agent's mes
with respect to Book Entry Shares)) and (ii) instructions for use in effecting the surrender of the Company Stock Certificate
the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Considerat
holder of record of a Company Stock Certificate or Book Entry Share shall, upon surrender to the Paying Agent of such Com
Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as
reasonably be required by the Paying Agent pursuant to such instructions, be entitled to receive in exchange therefor the a
cash which the number of shares of Company Common Stock previously represented by such Company Stock Certificate o
Entry Share shall have been converted into the right to receive pursuant to Section 2.01(c), and the Company Stock Certific
Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock wh
registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other th
person in whose name the Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall
properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transf
other similar Taxes required by reason of the payment of the Merger Consideration

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and any such dividends to a person other than the registered holder of such Company Stock Certificate or establish to the
reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by th
Section 2.03(b), each Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the
receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any cash payable to hold
Company Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II.

(c) No Further Ownership Rights in Company Common Stock; Transfer Books. At and after the Effective Time, ho
Company Stock Certificates (or, in the case of uncertificated shares, Book Entry Shares) shall cease to have any rights as
shareholders of the Company, except for the right to receive the Merger Consideration. Any cash paid upon the surrender o
Company Stock Certificates or Book Entry Shares in accordance with this Article II shall be deemed to have been paid in fu
satisfaction of all rights pertaining to the shares of Company Common Stock formerly evidenced by such Company Stock
Certificates or Book Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and no tr
shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall thereafter be made.
the Effective Time, subject to the terms and conditions of this Agreement, Company Stock Certificates or Book Entry Share
formerly evidencing shares of Company Common Stock are presented to the Paying Agent or the Surviving Corporation, th
be canceled and exchanged for the Merger Consideration in accordance with this Article II.

(d) Termination of the Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders o
Company Stock Certificates or Book Entry Shares on the date that is one (1) year after the Effective Time shall be delivered
Parent, upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore comp
this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of such holders' claims for th
Consideration pursuant to the provisions of this Article II.

(e) No Liability. Neither Parent, Merger Sub, the Company, the Surviving Corporation nor the Paying Agent shall be lia
person in respect of any cash from the Exchange Fund delivered to a public official in compliance with any applicable state,
or other abandoned property, escheat or similar Law. If any Company Stock Certificate or Book Entry Shares shall not have
surrendered prior to the date on which the related Merger Consideration would escheat to or become the property of any
Governmental Authority, any such Merger Consideration shall, to the extent permitted by applicable Law, immediately prior
time become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

(f) Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Paren
provided, however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holde
shares of Company Common Stock and following any losses Parent shall promptly provide additional funds to the Paying Ag
the benefit of the shareholders of the Company in the amount of any such losses and (ii) such investments shall only be in
term obligations of or guaranteed by the

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United States of America or any agency or instrumentality thereof with maturities of no more than thirty (30) days and back
full faith and credit of the United States of America, in commercial paper obligations rated A1 or P1 or better by Moody's Inv
Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or ba
acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of suc
that are then publicly available). Any interest and other income resulting from such investments shall be paid solely to Paren

(g) Lost Certificates. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of
affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required
or the Paying Agent, the posting by such person of a bond in such reasonable and customary amount as Parent or the Payin
may direct as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the
Agent shall deliver in exchange for such lost, stolen or destroyed Company Stock Certificate the applicable Merger Conside

(h) Withholding Rights. Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporatio
Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreemen
holder of any Company Stock Certificate or Book Entry Shares (or any holder of a Company Equity Award) such amounts as
the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such paym
under the Code or any provision of state, local or foreign Tax Law. To the extent such amounts are so deducted or withheld
timely paid over to the appropriate Governmental Authority by Parent, the Surviving Corporation or the Paying Agent, such
amounts shall be treated for all purposes of this Agreement as having been paid to the person to whom such amounts wou
otherwise have been paid.

Section 2.04 COMPANY EQUITY AWARDS.

(a) At the Effective Time, each unexercised Company Stock Option granted under any Company Stock Plan that, in ea
is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be canceled, and the holder the
be entitled to receive a payment in cash, without interest, equal to the product of (A) the number of shares of Company Co
Stock previously subject to such Company Stock Option and (B) the excess, if any, of the Per Share Merger Price over the e
price per share previously subject to such Company Stock Option; provided, however, that to the extent the exercise price
Company Stock Option is equal to or greater than the Per Share Merger Price at the Effective Time, such Company Stock O
shall be automatically canceled and retired and shall cease to exist and no consideration will be paid or delivered in exchan
therefor. The Surviving Corporation shall pay the holders of Company Stock Options the cash payments described in this
Section 2.04(a) as soon as reasonably practicable following the Effective Time (but in no event later than the second payro
of the Surviving Corporation occurring after the Effective Time).

(b) Immediately prior to the Effective Time, each then-outstanding performance stock unit award ("Company PSUs") g
under any Company Stock Plan shall become fully

6
earned and vested with respect to the maximum number of shares underlying each such Company PSU as set forth in the t
the agreement granting such Company PSU (the "PSU Agreement"). The Surviving Corporation shall pay to each grantee o
Company PSU, as soon as reasonably practicable following the Effective Time (but in no event later than the second payrol
the Surviving Corporation occurring after the Effective Time), an amount in cash equal to the Merger Consideration for each
fully vested PSU (which payment shall be deemed to be the issuance of the appropriate number of shares of Company Com
Stock and receipt of the Merger Consideration, as provided in Section 2.01(c), to the extent required by the terms of the Co
Stock Plan applicable to such Company PSU).

(c) Each Deferred Unit granted under any Company Stock Plan and outstanding immediately prior to the Effective Tim
which shall be fully vested) shall become the right to receive an amount in cash equal to the Merger Consideration for each
vested Deferred Unit (which payment shall be deemed to be the issuance of the appropriate number of shares of Company
Stock and receipt of the Merger Consideration, as provided in Section 2.01(c), to the extent required by the terms of the Co
Stock Plan applicable to such Deferred Unit), and with respect to each Deferred Stock Account, each right to receive a sha
Company Common Stock from such Deferred Stock Account shall, as of the Effective Time, become the right to receive an
cash equal to the Merger Consideration, the payment of which shall otherwise be made in accordance with the terms of the
Non-Employee Directors Stock Incentive Plan.

(d) With respect to each Account, each right to receive a share of Company Common Stock upon distribution of such
as provided under the ESPP shall, as of the Effective Time, become the right to receive an amount in cash equal to the Mer
Consideration, the payment of which shall otherwise be made in accordance with the terms of the ESPP.

(e) The payment of all Equity Award Amounts hereunder shall be subject to appropriate withholding for Taxes in accor
with Section 2.03(h).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as expressly set forth in the Disclosure Schedule, it being agreed that disclosure of any item in any part of t
Disclosure Schedule shall also be deemed disclosure with respect to any other section of this Agreement to which the relev
such item is reasonably apparent on the face of such disclosure or (b) to the extent disclosed in and reasonably apparent fr
Company SEC Documents filed prior to the date hereof (other than forward-looking disclosures set forth in any risk factor s
disclosures relating to forward-looking statements and other similar disclosures included therein to the extent they are pred
cautionary or forward-looking in nature), it being understood that this clause (b) shall not be applicable to Section 3.03,
Section 3.04, Section 3.22, Section 3.23, Section 3.24, Section 3.25 and Section 3.26, the Company represents and warran
Parent and Merger Sub as follows:

Section 3.01 DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES; JOINT VENTURES.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Common
Virginia. The Company has all requisite corporate power and authority to: (i) conduct its business in the manner in which its
is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and used; an
(iii) perform its obligations under all Contracts by which it is bound.

7
 (b) The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each
jurisdiction where the nature of its business requires such qualification or license, except where the failure to be so qualified
licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Company
Adverse Effect.

(c) Part 3.01(c) of the Disclosure Schedule sets forth a complete list of each significant Subsidiary of the Company as
date hereof (each a "Significant Subsidiary"), and the capitalization and jurisdiction of organization thereof. Except as set fo
Part 3.01(c) of the Disclosure Schedule, each of the Significant Subsidiaries identified in Part 3.01(c) of the Disclosure Sche
wholly owned direct or indirect Subsidiary of the Company and no other person holds any equity interest (contingent or oth
such Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Materi
Adverse Effect, each Significant Subsidiary of the Company is duly organized, validly existing and in good standing under th
the jurisdiction of its organization, and has all requisite power and authority to: (i) conduct its business in the manner in whi
business is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and
and (iii) perform its obligations under all Contracts by which it is bound. Each Significant Subsidiary of the Company is duly
or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its busin
requires such qualification or license, except where the failure to be so qualified or licensed or to be in good standing, woul
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Subject to Section 3.0
except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or
indirectly, any capital stock of, or other equity or voting interests in, any person. Except as would not, individually or in the a
reasonably be expected to have a Company Material Adverse Effect, the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, an
Significant Subsidiary of the Company.

(d) Part 3.01(d) of the Disclosure Schedule sets forth a complete and accurate list of each person (other than the Com
Significant Subsidiaries, which are listed on Part 3.01(c) of the Disclosure Schedule), in which the Company, as of the date
directly or indirectly, owns any material Investment Interest of any nature (a "Joint Venture"), and, for each Joint Venture, th
such Joint Venture, the jurisdiction of incorporation or organization of such Joint Venture and the percentage ownership of
outstanding capital stock or other equity interests of such Joint Venture held beneficially and of record by the Company or
Company's Subsidiaries.

8
 Section 3.02 ARTICLES OF INCORPORATION AND BYLAWS. The Company has made available to Parent accurate and comp
copies of the Company Articles of Incorporation, the Company Bylaws (collectively, the "Company Charter Documents"), an
charter and organizational documents of each of its Significant Subsidiaries (in each case, as amended) (collectively, the "S
Charter Documents"). The Company has made available to Parent accurate and complete copies of the charters of all comm
the Company Board. The Company is not in violation of the Company Charter Documents in any material respect. Except as
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company's Si
Subsidiaries are not in violation of any Subsidiary Charter Documents.

Section 3.03 CAPITAL STRUCTURE.

(a) The authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock, and 1,0
shares of preferred stock, par value $1.00 per share ("Company Preferred Stock"). As of May 27, 2013 (the "Capitalization D
(i) 138,952,618 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock
issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 2,848,150
Company Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Company Comm
granted under the Company Stock Plans (stock options granted by the Company pursuant to such plans or otherwise are re
collectively herein as "Company Stock Options"), such Company Stock Options having a weighted average exercise price a
Capitalization Date of $22.36; (v) 1,636,525 shares of Company Common Stock were subject to issuance pursuant to outst
Company Equity Awards (other than the Company Stock Options referred to in the preceding clause (iv)), of which 1,185,73
were issuable pursuant to outstanding Company PSUs, 250,575 shares were issuable pursuant to outstanding Deferred Un
Deferred Stock Accounts, and 200,218 shares were issuable pursuant to existing Accounts; (vi) 7,140,603 shares of Compa
Common Stock were authorized and reserved for future issuance pursuant to the Company Stock Plans; (vii) 17,632,800 sh
Company Common Stock subject to issuance pursuant to outstanding Company Warrants; and (viii) 1,794,396 shares of Co
Common Stock subject to issuance pursuant to outstanding Convertible Notes. All of the outstanding shares of Company C
Stock have been, and all shares that may be issued pursuant to any Company Stock Plan or as contemplated or permitted b
Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid a
nonassessable. There are no shares of Company Common Stock held by any of the Company's Subsidiaries. None of the
outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation, right o
maintenance or any similar right or subject to any right of first refusal in favor of the Company, and there is no Company Co
relating to the voting or registration of, or restricting any person from purchasing, selling, pledging or otherwise disposing o
granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any
obligation or bound by any Contract pursuant to which it may become obligated to repurchase,

9
redeem or otherwise acquire any outstanding shares of Company Common Stock, and the Company has discontinued its E
Share Repurchase Programs and no other share repurchase program exists with respect to the Company.

(b) Other than pursuant to the Convertible Notes, the Company Warrants, the Company Pension Plans and the Compa
Plans and as set forth in Section 3.03(a) or Part 3.03(b) of the Disclosure Schedule, there are: (i) no outstanding shares of c
stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company or any of its Signif
Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Compan
outstanding options, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Comp
any of its Significant Subsidiaries, or that obligate the Company or any of its Significant Subsidiaries to issue, any capital sto
other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other e
voting interest in, the Company; (iv) no obligations of the Company or any of its Significant Subsidiaries to grant, extend or
any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to
capital stock of, or other equity or voting interest (including any Voting Debt) in, the Company (the items in clauses (i), (ii), (
(iv), together with the capital stock of the Company, being referred to collectively as "Company Securities"); and (v) no oth
obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Se
Except as set forth in the Company Warrants and the indenture (including supplemental indentures) governing the Convert
Notes, there is no rights agreement, shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Con
under which the Company is or may become obligated to sell or otherwise issue any Company Securities.

(c) Voting Debt; Company Warrants. Except for the Convertible Notes, the Convertible Note Hedges and the Compa
Warrants, no bonds, debentures, notes or other Indebtedness issued by the Company or any of its Significant Subsidiaries
right to vote on any matters on which shareholders or equityholders of the Company or any of its Significant Subsidiaries m
(or which is convertible into, or exchangeable for, securities having such right) (collectively, "Voting Debt") are issued or ou

(d) All of the outstanding shares of Company Common Stock, Company Equity Awards, Convertible Notes, Company W
and other securities of the Company have been issued and granted in compliance in all material respects with all: (i) applica
securities Laws; (ii) requirements set forth in applicable Contracts and the Company Stock Plans; and (iii) applicable rules a
regulations of the New York Stock Exchange ("NYSE"). No Company Equity Awards have been granted other than pursuant
Company Stock Plans. In all material respects, all Company Equity Awards have been validly granted or issued and properly
by the Company Board (or a properly constituted committee thereof) and have been properly accounted for in accordance
GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Co
SEC Documents.

(e) All of the shares of capital stock of each of the Company's Significant Subsidiaries have been duly authorized and
issued, are fully paid and nonassessable and

10
free of preemptive rights, and are owned beneficially and of record by the Company or another wholly owned Subsidiary of
Company, free and clear of any Liens, other than restrictions on transfer imposed by applicable securities Laws.

Section 3.04 AUTHORITY; BINDING NATURE OF AGREEMENT. The Company has all requisite corporate power and authority
execute and deliver this Agreement and, subject to obtaining the Shareholder Approval, to consummate the transactions
contemplated hereby and to perform its obligations hereunder. The Company Board, by resolutions adopted at a meeting d
and held, at which all of the directors of the Company Board were present in person or by telephone in compliance with the
applicable provisions of the VSCA, duly and unanimously (a) determined that this Agreement, the Merger, and the other tra
contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders, (b) adopted, a
and declared advisable this Agreement and the related Plan of Merger and the transactions contemplated hereby and there
including the Merger, and authorized and approved the execution, delivery and performance of this Agreement, (c) resolved
recommend (subject to Section 5.02) that the holders of shares of Company Common Stock approve this Agreement and t
Plan of Merger and the Merger at the Shareholders' Meeting (the "Company Board Recommendation") and (d) elected, to t
permitted by applicable Laws, to make inapplicable all state takeover laws or similar Laws, including Article 14 (Affiliated
Transactions) of the VSCA, to the extent they might otherwise apply to the execution, delivery, performance or consummat
Agreement or the transactions contemplated hereby, and none of the aforesaid resolutions by the Company Board has bee
amended, rescinded or modified as of the date hereof. The execution and delivery of this Agreement by the Company and t
consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized
necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Compa
necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merge
than obtaining the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assu
due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the valid and b
obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) applicable bankru
insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now or hereinafter in effect, relating
affecting creditors' rights generally; and (ii) rules of Law governing specific performance, injunctive relief and other equitab
remedies (whether considered in a proceeding in equity or at law) (the "Bankruptcy and Equity Exception").

Section 3.05 NON-CONTRAVENTION; CONSENTS.

(a) The execution and delivery of this Agreement by the Company does not, and the consummation of the Merger and
transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, in the case of
the following clauses (i), (ii), and (iii), assuming compliance with the matters and requirements referred to in Section 3.05(b
(including receipt of the Shareholder Approval): (i) violate or conflict with the Company Charter Documents or, except as w
individually or in the aggregate,

11
reasonably be expected to have a Company Material Adverse Effect, the Subsidiary Charter Documents; (ii) violate or confl
any Law applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets; or (
conflict with or result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would consti
default) under, result in the termination of, accelerate the performance required by the Company or any of its Significant Su
under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon
properties or assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation to obtain any
party consent or provide any notice to any person under any of the terms, conditions or provisions of any note, bond, mortg
indenture, deed of trust, Governmental Authorizations, concession, Contract, partnership agreement, Joint Venture agreem
other agreement to which the Company or any of its Significant Subsidiaries is a party except, with respect to clauses (ii) an
such failures to comply, conflicts, violations, triggering of payments, terminations, accelerations, Liens, encumbrances, not
Governmental Authorizations, authorizations, consents, approvals, breaches or defaults that would not reasonably be expe
have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially hinder or delay the ability
Company to perform its obligations under this Agreement and to consummate the transactions contemplated hereby pursu
terms set forth in this Agreement and other than as may arise in connection with the Debt Financing.

(b) Except as set forth on Part 3.05(b) of the Company Disclosure Schedule, no declaration, action by, filing or registra
or notice to, or authorization, permit, consent or approval, of any Governmental Authority or any stock market or stock exch
which shares of Company Common Stock are listed is required to be obtained or made by or with respect to the Company o
its Significant Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consumm
the Company of the Merger or the other transactions contemplated by this Agreement except: (i)(A) for the filing of a prem
notification and report form by the Company under the HSR Act and the filings and receipt, termination or expiration, as ap
of such other approvals or waiting periods as may be required under the competition, merger control, antitrust or similar La
non-U.S. jurisdiction (collectively, the "Foreign Merger Control Laws"), (B) for the submission of a voluntary joint filing of no
transaction to CFIUS and any requested supplemental information (the "Joint Notice") pursuant to 31 C.F.R. Part 800 and 5
App. § 2170 ("Exon-Florio"), (C) as may be required by the Securities Act, the Exchange Act and the rules and regulations th
(including the filing with the United States Securities and Exchange Commission (the "SEC") of the Proxy Statement) and s
securities, takeover and "blue sky" laws, (D) as may be required by the NYSE or any other applicable national securities exc
and (E) for the filing of the Articles of Merger with the SCC and the issuance of a certificate of merger by the SCC pursuant
VSCA (and the receipt of the Shareholder Approval); or (ii) where the failure to make such declaration, filing or registration o
notifications to obtain such authorization, permits, consents or approvals would not reasonably be expected to have, individ
in the aggregate, a Company Material Adverse Effect.

12
 Section 3.06 COMPANY SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES.

(a) Since May 1, 2011, the Company has filed or furnished (as applicable) on a timely basis all forms, reports, schedule
statements and other documents (including all exhibits and other information incorporated therein, amendments and suppl
thereto) with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof (a
forms, reports, schedules, statements and other documents filed or furnished prior to the date hereof, including all exhibits
information incorporated therein, amendments and supplements thereto, collectively, the "Company SEC Documents"). As
filing date, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, each Com
SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act or the Exc
Act, as the case may be, and with all applicable provisions of the Sarbanes-Oxley Act, each as in effect on the date such Co
SEC Document was filed. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date o
amended or superseded filing), none of the Company SEC Documents contained any untrue statement of a material fact or
to state any material fact necessary in order to make the statements made therein, in light of the circumstances under whic
were made, not misleading. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Ex
Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with res
any of the Company SEC Documents (including the financial statements included therein) or any registration statement file
Company with the SEC and the Company has not received any notice from the SEC that such Company SEC Documents (in
the financial statements included therein) or registration statements are being reviewed or investigated. To the Knowledge
Company, as of the date hereof, there is no investigation or review being conducted by the SEC or any other Governmental
of any Company SEC Documents (including the financial statements included therein). The Company has made available to
true, correct and complete copies of all correspondence between the SEC and the Company occurring since May 1, 2011. T
certifications and statements required by Rule 13a-14 of the Exchange Act and Section 906 of the Sarbanes-Oxley Act rela
any Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as
date of such filing (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing).

(b) The financial statements (including any related notes) contained in the Company SEC Documents: (i) complied, as
respective dates of filing, as to form in all material respects with applicable accounting requirements and the published rule
regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throug
periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statemen
permitted by Form 10-Q or Form 8-K of the SEC, and except that the unaudited financial statements may not contain footn
are subject to normal and recurring year-end adjustments); and (iii) fairly present in all material respects the consolidated f
position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results o
operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial s
or other results of operations or financial condition of any person other than the Company and the Subsidiaries listed in Par
3.01(c) and Part 3.01(d) of the Disclosure Schedule are required by GAAP to be included in the consolidated financial statem
the Company.

13
 (c) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 1
under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating
Company required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made k
the Company's principal executive officer and its principal financial officer, and such disclosure controls and procedures are
in timely alerting the Company's principal executive officer and its principal financial officer to material information required
disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC.

(d) The Company has established and maintains a system of internal controls over financial reporting (as defined in Ru
under the Exchange Act). Such internal controls provide reasonable assurance regarding the reliability of the Company's fin
reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since May
the Company's principal executive officer and its principal financial officer have disclosed to the Company's auditors and th
committee of the Company Board (i) all known "significant deficiencies" and "material weaknesses" in the design or operat
internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Company
to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that invol
management or other employees who have a significant role in the Company's internal controls and the Company has provi
Parent copies of any material written materials relating to each of the foregoing. The Company has made available to Paren
disclosures made by management to the Company's auditors and audit committee from May 1, 2011 to the date hereof. For
of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them by
Public Company Accounting Oversight Board in Auditing Standard No. 2.

(e) Neither the Company nor any of its Subsidiaries has any liabilities required to be recorded or reflected on or reserv
disclosed in a consolidated balance sheet of the Company and its Subsidiaries, including the notes thereto, under GAAP, ot
liabilities that (i) are reflected or recorded on the Company Balance Sheet (including in the notes thereto), (ii) were incurred
Company Balance Sheet Date in the Ordinary Course of Business, (iii) are incurred in connection with the transactions cont
by this Agreement, (iv) have been discharged or paid in full prior to the date of this Agreement, (v) are permitted by this Ag
or (vi) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For p
of this Agreement, "Company Balance Sheet" means the consolidated balance sheet of the Company and its consolidated
Subsidiaries as of April 29, 2012 set forth in the Company's Annual Report on Form 10-K filed with the SEC and the "Compa
Balance Sheet Date" means April 29, 2012.

(f) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any join
partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relations
between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any
structured finance, special purpose or limited purpose entity or person, on

14
the other hand (or any "off-balance sheet arrangements" as defined in Item 303(a) of Regulation S-K promulgated under th
Securities Act)) where the result, purpose or intended effect of such arrangement is to avoid disclosure of any material tran
involving the Company or any of its Subsidiaries in the Company's consolidated financial statements.

(g) The Company is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act
(ii) the applicable listing and corporate governance rules and regulations of the NYSE.

(h) Since May 1, 2011: (i) neither the Company nor any of its Significant Subsidiaries has, and to the Knowledge of the
no Employee or auditor, accountant or Representative of the Company or any of its Significant Subsidiaries has, received or
otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, rega
accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Significant Subsidiar
their internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any o
Significant Subsidiaries has engaged in questionable accounting or auditing practices; and (ii) no attorney representing the
or any of its Significant Subsidiaries, whether or not employed by the Company or any of its Significant Subsidiaries, has re
evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its
Significant Subsidiaries or any of their respective Employees to the Company Board, the board of directors of any of its Sign
Subsidiaries or any of their respective committees, or to any director or officer of the Company or any of its Significant Sub

Section 3.07 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the Company Balance Sheet Date, except for actions tak
connection with the execution and delivery of this Agreement and the transaction contemplated hereby, the business of the
Company and each of its Subsidiaries has been conducted in all material respects in the Ordinary Course of Business and t
not been or occurred: (a) any Company Material Adverse Effect or any event, condition, change, or effect that could reason
expected to have, individually or in the aggregate, a Company Material Adverse Effect; or (b) except as set forth on Part 3.0
Company Disclosure Schedule, any event, condition, change, or effect that, if taken during the period from the date hereof
the Effective Time, would constitute a breach of any of the covenants set forth in Section 5.01(a) (except for clauses (iv), (v
(xvi) thereof).

Section 3.08 LITIGATION; ORDERS.

(a) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in writing against the C
or any of its Significant Subsidiaries or any of their respective properties or assets that could reasonably be expected to ha
individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Significant Subsidia
subject to any Order, whether temporary, preliminary, or permanent, which could reasonably be expected to have, individua
the aggregate, a Company Material Adverse Effect.

15
 (b) To the Company's Knowledge, no officer or other key Employee is subject to any Order which prohibits such indivi
engaging in or continuing any conduct, activity or practice relating to the business of the Company or any of its Significant
Subsidiaries.

Section 3.09 CONTRACTS.

(a) Except for this Agreement, the Contracts filed as exhibits to the Company SEC Documents, the Company 401 (k) P
Company Benefit Plans, the Company Pension Plans, the Company Stock Plans, the ESPP, or any Contract terminable by an
thereto on 90 days' or less notice, Part 3.09(a) of the Disclosure Schedule sets forth a true and complete list of, as of the d
hereof:

(i) each Contract that is or would be required to be filed by the Company as a "material contract" pursuant to Item
(10) of Regulation S-K promulgated under the Securities Act or disclosed by the Company as a "material contract" on a cur
report on Form 8-K;

(ii) each Contract that contains covenants binding upon the Company or any of its Subsidiaries that materially re
ability of the Company or any of its subsidiaries (or which, following the consummation of the Merger, would reasonably be
to materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geogr
that, in each case, are material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, exc
Leases and any such Contract that may be canceled without any penalty or other liability to the Company or any of its subs
upon notice of sixty (60) days or less;

(iii) each material Contract to which the Company or any of its Significant Subsidiaries is a party that constitutes
collective bargaining agreement or similar labor agreement with any labor organization, works council, trade union or other
representatives or employee representative body representing, or to the Company's Knowledge, purporting to or seeking to
represent any Employee (any such material Contract, a "Collective Bargaining Agreement");

(iv) other than with respect to any partnership that is wholly owned by the Company or any of its Subsidiaries, ea
Contract that is a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the forma
creation, operation, management or control of any partnership or joint venture, in each case that is material to the business
Company and its Subsidiaries, taken as a whole;

(v) each Contract that is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond o
Contract pursuant to which any Indebtedness of the Company or any of its Subsidiaries, whether as borrower or lender, in e
in excess of $25,000,000, is outstanding, other than any such Contract between or among any of the Company and any of
Subsidiaries;

(vi) each Contract, the value of which exceeds $25,000,000, that obligates the Company or any of its Subsidiarie
conduct business on a preferential, equal or exclusive basis with any third party or upon consummation of the Merger will o
Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on a preferential, equal or exc
basis with any third party;

16
 (vii) each Contract that limits the payment of dividends or distributions in respect of the capital stock of the Com
any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any Subsidiary of the Company or proh
issuance of guarantees by the Company or any Subsidiary of the Company;

(viii) each Contract that by its terms calls for aggregate payments by the Company and its Subsidiaries under su
Contract of more than $25,000,000 over the remaining term of such Contract (other than this Agreement, Contracts subjec
clause (v) above, purchase orders for the purchase of inventory and/or equipment in the Ordinary Course of Business or Le

(ix) each Contract that is a material settlement, conciliation or similar agreement that is with any Governmental A

(x) each Contract with respect to any acquisition and divestiture pursuant to which the Company or any of its Su
has continuing indemnification, "earn-out" or other contingent payment obligations, in each case, that would reasonably be
to result in payments in excess of $15,000,000; and

(xi) each Contract that is a material exclusive license with respect to a trademark or patent owned by the Compa
Subsidiaries, and any other material Contract that contains a license to Company Intellectual Property that is material to the
of the operation of the business of the Company or its Significant Subsidiaries.

Each Contract of the type described in this Section 3.09(a), filed as an exhibit to the Company SEC Documents as a "m
contract" pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act or disclosed by the Company
current report on Form 8-K as a "material contract," whether or not set forth on Part 3.09(a) of the Disclosure Schedule, is
to herein as a "Material Contract."

(b) Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the
Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its
terms, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Material Contract expires in accord
its terms, and (ii) for such failures to be valid and binding or to be in full force and effect that would not reasonably be expe
have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to h
individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, or t
Knowledge of the Company, any other party, is in violation or breach of or in default (nor does there exist any condition whi
the passage of time or the giving of notice would result in a violation or breach of, or constitute a default under, or give rise
right of termination, amendment, cancellation, acceleration or loss of benefits, or result in the creation of any Lien upon any
properties, rights or assets of the Company or any of its Subsidiaries) under any Material Contract to which it is a party or b
or any of

17
its properties, rights or assets is bound, and (ii) no other party to any such Material Contract has, to the Knowledge of the C
alleged that the Company or any Subsidiary is in violation or breach of, or in default under, any such Material Contract or ha
the Company or any Subsidiary of an intention to modify any material terms of, or not to renew, any such Material Contract.

Section 3.10 COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATIONS.

(a) Except where the effect of any such noncompliance would not, individually or in the aggregate, reasonably be expe
have a Company Material Adverse Effect, (i) the Company and its Significant Subsidiaries are in compliance with all applica
and (ii) since May 1, 2011, neither the Company nor any of its Significant Subsidiaries has: (A) received any written notice or
communication from any person regarding any actual or possible violation of, or failure to comply with, any Law; or (B) prov
written notice to any person regarding any violation by the Company or any of its Significant Subsidiaries of any Law, and no
violation or failure to comply remains outstanding or unresolved as of the date hereof.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse
(i) the Company and its Significant Subsidiaries hold all Governmental Authorizations necessary to enable the Company and
Significant Subsidiaries to conduct their respective businesses in the manner in which such businesses are currently being
conducted, (ii) all such Governmental Authorizations are valid and in full force and effect and (iii) the Company and its Sign
Subsidiaries are, and at all times since May 1, 2011 have been, in compliance with the terms and requirements of such Gove
Authorizations. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material A
Effect, since May 1, 2011, neither the Company nor any of its Significant Subsidiaries has received any notice or other comm
from any person regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any
Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or
modification of any Governmental Authorization, and no such notice in either case remains outstanding or unresolved as of
hereof.

Section 3.11 LABOR AND EMPLOYMENT MATTERS.

(a) As of the date hereof, except as set forth on Part 3.11(a) of the Disclosure Schedule, (i) neither the Company nor a
Significant Subsidiaries is a party to any Collective Bargaining Agreement, (ii) other than any entity that is a party to a Colle
Bargaining Agreement, there are no labor organizations, works councils, trade unions or other employee representatives
representing or, to the Company's Knowledge, purporting to represent any Employee, (iii) to the Knowledge of the Compan
no pending demand for recognition or certification to the Company or any of its Significant Subsidiaries by any labor organi
group of employees of the Company or any of its Significant Subsidiaries, (iv) to the Knowledge of the Company, there are n
material representation or certification proceedings or petitions seeking a representation proceeding presently pending or
threatened in writing before

18
the National Labor Relations Board or any other labor relations tribunal or authority (foreign or domestic) with respect to the
Company or any of its Significant Subsidiaries and (v) there is no pending or, to the Knowledge of the Company, threatened
strike, work stoppage, slowdown or lockout due to labor disagreements against the Company or any of its Significant Subsi

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
(i) no Legal Proceedings are pending or, to the Knowledge of the Company, threatened against the Company or any of its
Subsidiaries that are related to unfair labor practices, discrimination, wrongful discharge or violation of any foreign, state an
federal statute or common law relating to employment practices and (ii) as of the date hereof, there is no material claim aga
Company or any of its Subsidiaries in respect of which any director, officer, Employee or agent of the Company or any of its
Subsidiaries has claimed indemnification from the Company or any of its Subsidiaries.

Section 3.12 EMPLOYEE BENEFIT MATTERS.

(a) Part 3.12(a) of the Disclosure Schedule contains a true and complete list, as of the date hereof, of each material "e
benefit plan" within the meaning of ERISA Section 3(3), whether or not subject to ERISA (but excluding any "multiemployer
(within the meaning of Section 3(37) of ERISA)), all equity or equity-based (including the Company Stock Plans), change in
bonus or other incentive compensation, disability, salary continuation, employment, consulting, indemnification, severance,
retention, retirement, pension, profit sharing, savings or thrift, deferred compensation, health or life insurance agreements,
policies, and each other material benefit or compensation plan, program, policy, contract, agreement or arrangement, in ea
established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been under
the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any liability that
to the Laws of the United States or primarily for the benefit of individuals regularly employed in the United States (collective
"Company Benefit Plans").

(b) The Company has made available to Parent current, complete and accurate copies of (i) each material Company B
Plan, (ii) for the most recent year (A) annual reports on Form 5500 required to be filed with the Internal Revenue Service (th
or any other Governmental Authority with respect to each Company Benefit Plan (if any such report was required) and all sc
and attachments thereto, including audited financial statements (if any such statements were required), and (B) actuarial va
reports (if any such reports were required), (iii) the most recent summary plan description for each Company Benefit Plan f
such summary plan description is required, (iv) each trust Contract and insurance or group annuity Contract relating to any
Benefit Plan and (v) the most recent favorable IRS determination letter, to the extent applicable.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
(i) each Company Benefit Plan and Foreign Benefit Plan has been established, maintained and administered in compliance w
terms and the Company, its Subsidiaries and (ii) all the Company Benefit Plans and Foreign Benefit Plans

19
are in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws and Orders of any contro
Governmental Authority, including Laws of foreign jurisdictions as applicable, and the terms of all Collective Bargaining Agre
Within twenty (20) Business Days following the date of this Agreement, the Company shall have provided (i) Part 3.12(c) of
Company Disclosure Schedule, which shall contain a list of all material Foreign Benefit Plans and (ii) current, complete and
copies of each material Foreign Benefit Plan.

(d) All Company Pension Plans intended to be "qualified" (or registered) within the meaning of Section 401(a) of the C
received favorable determination letters from the IRS, to the effect that such Company Pension Plans are so qualified or reg
and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination
been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since th
the most recent determination letter relating to any such Company Pension Plan that would reasonably be expected to mat
adversely affect the qualification of such Company Pension Plan.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
with respect to each Company Pension Plan, during the immediately preceding six (6) years, no liability under Title IV or Se
of ERISA has been incurred by the Company or any of its Subsidiaries that has not been satisfied in full, and no condition ex
presents a risk to the Company or any of its Subsidiaries of incurring any such liability, other than liability for premiums due
ordinary course to the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). As of t
of this Agreement (i) the PBGC has not instituted proceedings to terminate any Company Benefit Plan and (ii) to the Knowle
the Company, no condition of any Company Benefit Plan, the Company or any of its Subsidiaries exists that would reasonab
expected to present a risk that such proceedings will be instituted by the PBGC.

(f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
(i) there are no Legal Proceedings by any Governmental Authority with respect to, or other claims, suits or proceedings (exc
claims for benefits payable in the normal operation of the Company Benefit Plans or Foreign Benefit Plans) against or involv
Company Benefit Plan or Foreign Benefit Plan or asserting any rights or claims to benefits under any Company Benefit Plan
Foreign Benefit Plan, in each case, that are pending or threatened and (ii) to the Knowledge of the Company, there are no fa
could reasonably be expected to give rise to any liability in the event of any such Legal Proceeding. As of the date of this Ag
no written or oral communication has been received from the PBGC in respect of any Company Benefit Plan subject to Title
ERISA in connection with the transactions contemplated herein.

(g) Except as set forth on Part 3.12(g) of the Disclosure Schedule or as may be required by applicable Laws, no Comp
Benefit Plan exists pursuant to which the execution and delivery of this Agreement, the obtaining of the Shareholder Approv
consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event, inc
a result of any termination of employment on or following the Effective Time) will (i) entitle any member of the board of dire
the Company or any of its

20
Subsidiaries or any Employee to severance or termination pay, (ii) accelerate the time of payment or vesting, or trigger any
or funding (through a grantor trust or otherwise) of, compensation or benefits under, increase the amount payable or trigge
other material obligation pursuant to, any Company Benefit Plan, or (iii) result in any breach or violation of, or a default unde
Company Benefit Plan.

Section 3.13 TAXES.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse

(i) (A) all Tax Returns required to be filed by or on behalf of the Company and its Subsidiaries with any Governme
Authority on or before the Closing Date (the "Company Returns"): (x) have been or will be filed on or before the applicable d
(taking into account any extensions of such due date) and (y) have been, or will be when filed, true, correct and complete in
material respects, and (B) all Taxes required to be paid by the Company and its Subsidiaries on or before the Closing Date h
or will be paid on or before the Closing Date, other than any Taxes for which adequate reserves have been established in ac
with Section 3.13(a)(ii) below;

(ii) the Company has made adequate provision for Taxes not yet due and payable on the Company Balance Shee
for liabilities for Taxes incurred since the Company Balance Sheet Date in the operation of the business of the Company and
Subsidiaries in the Ordinary Course of Business.

(iii) no extension or waiver of the limitation period applicable to any of the Company Returns has been granted (b
Company or any other person), which currently remains in effect;

(iv) the Company has withheld all amounts of Taxes required to be withheld from amounts payable to its Employe
agents, contractors, creditors, shareholders and third parties and remitted such amounts to the proper Taxing authorities;

(v) the Company and its Subsidiaries have collected all material sales, value-added and use Taxes required to be
collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authority (or has
furnished properly completed exemption certificates and has maintained all such records and supporting documents in the
required by all applicable sales and use Tax statutes and regulations);

(vi) (A) no claim or Legal Proceeding is pending or, to the Company's Knowledge, has been threatened in writing
or with respect to the Company or any of its Subsidiaries in respect of any Tax, (B) there are no unsatisfied liabilities for Tax
respect to any notice of deficiency or similar document received by the Company or any of its Subsidiaries with respect to a
(other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested
faith by the Company or one of its Subsidiaries and with respect to which adequate reserves for payment have been establ
the Company Balance Sheet), and (C) there are no Liens for Taxes upon any of the assets of the Company or its Subsidiarie
Liens for current Taxes not yet

21
due and payable or for Taxes being contested in good faith by the Company or one of its Subsidiaries and with respect to w
adequate reserves for payment have been established on the Company Balance Sheet;

(vii) neither the Company nor any of its Subsidiaries will be required to include any adjustment in taxable income
period (or portion thereof) beginning after the Effective Time pursuant to Section 481 of the Code or any comparable provis
state or foreign tax Laws in any jurisdiction in which the Company or its Subsidiaries file Tax Returns as a result of a change
accounting methods implemented prior to the Effective Time;

(viii) in the past three (3) years ending on the date hereof, no written claim has been made by any Governmental
in a jurisdiction where the Company, or any of its Subsidiaries, does not file a Tax Return that the Company or any of its Sub
is or may be subject to taxation by that jurisdiction;

(ix) neither the Company nor any of its Subsidiaries is a party to or bound by any Company Contract relating to a
sharing or indemnification of Taxes, other than customary agreements with customers, suppliers, vendors, lessors, employe
independent contractors, distributors, lenders or security holders entered into in the Ordinary Course of Business;

(x) neither the Company nor any of its Subsidiaries has been a member of an affiliated group of corporations with
meaning of Section 1504 of the Code or within the meaning of any similar Tax Law to which the Company or any of its Subs
subject in any foreign jurisdiction in which the Company or any of its Subsidiaries file Tax Returns, other than the affiliated g
which the Company is the common parent; and

(xi) the Company has not participated in the past two (2) years, nor is it currently participating, in a "Listed Trans
within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" within the meani
Section 355(a)(1)(A) of the Code in a distribution occurring during the past two (2) years ending on the date hereof in whic
parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable. The Company is
has it been, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code during the past fiv
(5) years ending on the date hereof.

(c) Notwithstanding anything in this Agreement to the contrary, this Section 3.13 contains the sole and exclusive
representations and warranties of the Company with respect to Taxes and Tax Returns.

Section 3.14 REAL PROPERTY; PERSONAL PROPERTY.

(a) The Company or a Subsidiary of the Company has good and valid fee title to all material real property owned by th
Company and its Subsidiaries as of the date hereof (each individually, an "Owned Real Property"), in each case free and cle
Liens and defects in title, except for Permitted Liens.

22
 (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse
(i) all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting
or relating to, the material real property currently leased, subleased or licensed by or from the Company or any of its Signifi
Subsidiaries or otherwise used or occupied by the Company or any of its Significant Subsidiaries as of the date hereof (the
Real Property), including all amendments, terminations and modifications thereof ("Company Leases") are in full force and
are valid and enforceable in accordance with their respective terms; and (ii) there is not, under any Company Leases, any e
default or event of default (or event that, with or without notice or lapse of time, or both, would constitute a default) of the C
or any of its Significant Subsidiaries, or to the Company's Knowledge, any other party thereto.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
as set forth on Part 3.14(c) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does
the consummation of the transactions contemplated hereby will not: (i) (A) result in any breach of or constitute a default (o
that, with or without notice or lapse of time, or both, would become a default) under any Company Leases; (B) impair the rig
the Company or any of its Subsidiaries (whether as a result of any Order or otherwise) with respect to any Owned Real Prop
Company Leases; (C) alter the rights or obligations of the lessor or licensor under any Company Leases; (D) give any perso
rights to require the Company or any of its Subsidiaries to dispose of, or otherwise restructure the ownership of, any Owned
Property, or (E) give any person any rights of termination, amendment, acceleration or cancellation, in each case, under any
Company Leases; or (ii) otherwise adversely affect the continued use and possession of the Owned Real Property or Lease
Property for the conduct of business as presently conducted.

Section 3.15 INTELLECTUAL PROPERTY.

(a) Part 3.15(a) of the Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all material reg
Intellectual Property owned by the Company or its Subsidiaries (indicating for each, as applicable, the owner(s), jurisdiction
patent, registration number and date). Except as would not reasonably be expected to have, individually or in the aggregate
Company Material Adverse Effect, the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title an
in and to, or has the valid and enforceable right to use, all Intellectual Property used in or necessary for the conduct of the b
of the Company or any of its Subsidiaries as currently conducted (collectively, the "Company Intellectual Property"), free an
any Liens, except Permitted Liens. Neither the execution, delivery or performance of this Agreement nor the consummation
the transactions contemplated hereby could reasonably be expected to grant, assign or transfer to any other person any m
license or other right or interest under, to or in any Company Intellectual Property.

23
 (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
(i) no Legal Proceedings are pending or, to the Knowledge of the Company, threatened against the Company or any of its
Subsidiaries alleging that the Company or any of its Subsidiaries has infringed or misappropriated any Intellectual Property
any other person, or that contest the validity, use, ownership or enforceability of any of the Company Intellectual Property;
the Company's nor any of its Subsidiaries' use of any Company Intellectual Property, nor the operation of the Company's or
Subsidiaries' respective businesses, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property of an
person; (iii) as of the date hereof, to the Company's Knowledge, no person is infringing or misappropriating any Company In
Property owned by the Company or any of its Subsidiaries; and (iv) the Company Intellectual Property owned by the Compa
Subsidiaries is not subject to any outstanding consent, settlement, Lien, decree, Order, injunction, judgment or ruling restri
use thereof in a manner that could reasonably be expected to materially impair the continued operation of the Company's a
Subsidiaries' businesses, as currently conducted.

Section 3.16 ENVIRONMENTAL MATTERS.

(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, and except as disclosed
3.16(a) of the Disclosure Schedule, (i) each of the Company and its Significant Subsidiaries is, and has for the past five (5)
been, in compliance with all applicable Environmental Laws, and neither the Company nor any of its Significant Subsidiaries
received any written communication alleging that the Company or any of its Significant Subsidiaries is in violation of, or has
liability under, any material Environmental Law; (ii) each of the Company and its Significant Subsidiaries possesses and is in
compliance with all Governmental Authorizations required under applicable Environmental Laws to conduct its business as
conducted; and (iii) there are no Environmental Claims pending or, to the Knowledge of the Company, threatened in writing
the Company or any of its Significant Subsidiaries and none of the Company or any of its Significant Subsidiaries has Relea
exposed any person to any Hazardous Materials and no Hazardous Materials have been Released at, on, under or from any
Owned Real Property or the Leased Real Property, in any case, in a manner that would reasonably be expected to result in a
Environmental Claim against the Company or any of its Significant Subsidiaries.

(b) Except as would not reasonably be expected to have a Company Material Adverse Effect, and except as disclosed
3.16(b) of the Disclosure Schedule, (i) the Company possesses, and has at all times for the past five (5) years possessed, a
Environmental Approvals required for the operation of the business of the Company and its Significant Subsidiaries, includin
ownership, use or occupation of their respective assets and (ii) all such current Environmental Approvals are in full force an
and to the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to result in t
termination, revocation or withdrawal or any Environmental Approval.

Section 3.17 INSURANCE. Except as would not reasonably be expected to have, individually or in the aggregate, a Com
Material Adverse Effect, (i) all material insurance policies of the Company and its Subsidiaries are in full force and

24
effect and provide insurance in such amounts and against such risks as is sufficient to comply with applicable law and there
existing default or event which, with or without the giving of notice or lapse of time or both, would constitute a default, by a
insured thereunder and (ii) all premiums due with respect to such material insurance policies have been paid.

Section 3.18 INTERNATIONAL TRADE LAWS AND REGULATIONS. The Company and its Significant Subsidiaries conduct, and
all times since April 27, 2008 conducted, all trade activities in compliance with all applicable International Trade Laws and
Regulations applicable to or governing the conduct of the Company's and its Significant Subsidiaries' business, except as w
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the fo
except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, s
April 27, 2008: (a) the Company and its Significant Subsidiaries have obtained all export licenses or other authorizations an
all license exceptions related to any activity governed by International Trade Laws and Regulations (collectively, "Trade
Authorizations"), including authorizations (whether licenses, approvals, license exceptions or license exemptions) required
import, export or re-export of products, services, software and technologies; (ii) releases of technologies and software to n
nationals whether located in the United States and abroad; and (iii) transactions with foreign persons; (b) the Company and
Significant Subsidiaries are and have been in compliance with the material terms of all applicable Trade Authorizations; and
are no pending or, to the Knowledge of the Company, threatened actions against or investigations or inquiries by any Gover
Authority with respect to International Trade Laws and Regulations.

Section 3.19 QUALITY AND SAFETY OF FOOD PRODUCTS. Except as would not reasonably be expected to have, individuall
aggregate, a Company Material Adverse Effect, since April 27, 2008, (i) there have been no recalls of any food product of th
Company or any Significant Subsidiary, whether ordered by a Governmental Authority or undertaken voluntarily by the Com
Significant Subsidiary, and (ii) to the Knowledge of the Company, none of the food products of the Company or any Subsidi
been adulterated, misbranded, mispackaged, or mislabeled in material violation of applicable Law, or pose an inappropriate
the health or safety of a consumer when consumed in the intended manner. Without limiting the foregoing, except as would
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and i
Significant Subsidiaries are, and since April 27, 2008 have been, in compliance with all applicable regulations, guidance, lab
other requirements of the United States Department of Agriculture, the United States Food & Drug Administration, and eac
or equivalent state or non-U.S. Governmental Authority having jurisdiction over the business, operations and products of th
Company and the Significant Subsidiaries, (ii) the operations and products of the Company and each Significant Subsidiary
since April 27, 2008 have been, in compliance with all applicable Laws governing humane slaughter of animals, the Packers
Stockyard Act of 1921, as amended, and equivalent state and foreign Laws, and all products of the Company and each Sign
Subsidiary have been prepared, packed, held, shipped, and otherwise kept in compliance with applicable food safety and h
Laws, labeled as to country of origin, and comply with all requirements related to statements of identity.

25
 Section 3.20 AFFILIATE TRANSACTIONS. Since May 1, 2011, there have not been any transactions, Contracts, agreement
arrangements or understandings or series of related transactions, Contracts, agreements, arrangements or understandings
there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, if consumm
executed) would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that h
been disclosed in the Company SEC Documents filed prior to the date hereof.

Section 3.21 FOREIGN CORRUPT PRACTICES ACT.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
the Company and its Subsidiaries (i) have conducted and continue to conduct business in compliance with all applicable pr
of the Foreign Corrupt Practices Act (the "FCPA") and the United Kingdom Bribery Act of 2010 (the "UKBA") and all other a
similar anticorruption Laws of all jurisdictions in which the Company or any of its Subsidiaries conduct business, and (ii) hav
conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmenta
Authority or similar agency in response to any alleged act or omission arising under or relating to any noncompliance with a
anticorruption Law, including the FCPA and the UKBA. To the Company's Knowledge, the Company and its Subsidiaries are
violation of any applicable provisions of the FCPA.

(b) To the Company's Knowledge, neither the Company or its Subsidiaries nor any of their respective directors, officer
Employees, agents, Representatives or any other person acting for or on behalf of the Company or any of its Subsidiaries h
promised to pay or authorized the payment of any money, or offered, given, promised to give or authorized the giving of an
value, to any Government Official or any other person under circumstances where it was known, or reasonably should have
known (after due and proper inquiry), that all or a portion of such money or thing of value would be offered, given or promis
directly or indirectly, to a Government Official or any other person for the purpose of: (i) influencing any act or decision of a
Government Official or any other person in their official capacity; (ii) inducing a Government Official or any other person to
to do any act in violation of such person's lawful duties; (iii) securing any improper business advantage; or (iv) inducing a
Government Official or any other person to influence or affect any act or decision of any Governmental Authority, any comp
business enterprise or other entity owned, in whole or in part, or controlled by any Governmental Authority, any political par
commercial company or any person in a manner that would constitute or have the purpose or effect of public or commercia
acceptance of or acquiescence to extortion, kickbacks or other unlawful or improper means of obtaining business or any im
advantage.

Section 3.22 INFORMATION SUPPLIED. None of the information supplied or to be supplied by or on behalf of the Compan
inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of the Co
and at the time of the Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material f
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under whic

26
are made, not misleading, except that no representation is made by the Company with respect to statements made in or om
from the Proxy Statement relating to Parent or any of its Affiliates based on information supplied by Parent or any of its Affil
inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement will comply as to form in all material re
with the applicable provisions of the Exchange Act and any other applicable federal securities Laws.

Section 3.23 VOTING REQUIREMENTS. The affirmative vote (in person or by proxy) of holders of a majority of all of the
outstanding shares of Company Common Stock entitled to vote thereon at the Shareholders' Meeting, or any adjournment
postponement thereof, to approve this Agreement and the related Plan of Merger (the "Shareholder Approval") is the only v
holders of any class or series of capital stock of the Company necessary to approve this Agreement, the related Plan of Me
Merger and the other transactions contemplated hereby.

Section 3.24 STATE TAKEOVER STATUTES. Assuming the accuracy of the representations and warranties of Parent and M
Sub set forth in Section 4.09 and Section 4.10, the Company and the Company Board have taken all action required to be ta
them to exempt this Agreement, the Merger and the transactions contemplated by this Agreement from the provisions of
Section 13.1-725.1 (Affiliated Transactions) of the VSCA. Article 14.1 (Control Share Acquisitions) of the VSCA is inapplicabl
Agreement, the Merger and the other transactions contemplated by this Agreement.

Section 3.25 BROKERS AND OTHER ADVISORS. No broker, investment banker, financial advisor or other person, other tha
Barclays Capital Inc. ("Barclays"), is entitled to any broker's, finder's or financial advisor's fee or commission in connection w
Merger and the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Comp

Section 3.26 OPINIONS OF FINANCIAL ADVISORS. The Company has received the written opinion of Barclays (the "Fairne
Opinion") to the effect that, as of the date of such opinion and based upon and subject to the qualifications and assumption
forth therein, from a financial point of view, the Per Share Merger Price to be offered to the holders of shares of the Compa
Common Stock is fair to such holders and, as of the date hereof, such opinion has not been withdrawn, revoked or modified

Section 3.27 NO OTHER REPRESENTATIONS OR WARRANTIES. Except for the representations and warranties contained in t
III, each of Parent and Merger Sub acknowledges that neither the Company nor any other person on behalf of the Company
any other express or implied representation or warranty with respect to the Company or with respect to any other informati
provided to Parent or Merger Sub, including any information, documents, projections, forecasts or other material made avai
Parent or Merger Sub in the on-line data room hosted on behalf of the Company in connection with the transaction contem
this Agreement or management presentations in expectation of the transactions contemplated by this Agreement or

27
otherwise. Neither the Company nor any other person will have or be subject to any liability or indemnification obligation to
Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or Parent's or Merger Sub's use of,
information.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as expressly set forth in the Parent Disclosure Schedule, it being agreed that disclosure of any item in any part
Parent Disclosure Schedule shall also be deemed disclosure with respect to any other section of this Agreement to which th
relevance of such item is reasonably apparent, Parent and Merger Sub jointly and severally represent and warrant to the Co
follows:

Section 4.01 ORGANIZATION, STANDING AND CORPORATE POWER. Parent is a corporation duly organized and validly existin
the laws of the Cayman Islands and has the requisite corporate power and authority to conduct its business as it is present
conducted and to own, lease or operate its properties and assets. Merger Sub is a corporation duly organized and validly ex
under laws of the Commonwealth of Virginia and has the requisite corporate power and authority to conduct its business as
presently being conducted and to own, lease or operate its properties and assets. Each of Parent and Merger Sub is duly qu
do business and is in good standing (to the extent either such concept is recognized under applicable Law) in each jurisdic
where the nature of its activities make such qualification necessary, except where the failure to be so qualified would not ha
Parent Material Adverse Effect. Neither Parent nor Merger Sub is in violation of its organizational or governing documents.

Section 4.02 AUTHORITY; BINDING NATURE OF AGREEMENT. Each of Parent and Merger Sub has all requisite corporate po
authority to execute and deliver this Agreement and to perform its respective obligations hereunder, including the Merger a
Debt Financing. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the related Plan
Merger and the consummation of the transactions completed hereby, including the Merger and the Debt Financing, have be
authorized by any necessary action on the part of Parent, Merger Sub and their respective boards of directors, and Parent h
caused the sole shareholder of Merger Sub to approve and adopt this Agreement and the related Plan of Merger and the
consummation of the transactions contemplated hereby, including the Merger, in its capacity as sole shareholder of Merger
delivered to the Company evidence of such vote or action by written consent approving and adopting this Agreement in acc
with applicable law and the articles of incorporation and bylaws of Merger Sub, and no other corporate proceedings or vote
consent of the holders of any class or series of capital stock of Parent, Merger Sub or any of their Affiliates or similar action
part of Parent or Merger Sub or any of their Affiliates are necessary to authorize this Agreement, to perform their respective
obligations hereunder, or to consummate the transactions contemplated hereby (other than the filing with the SCC of the A
Merger as required by the VSCA). This Agreement has been duly executed and delivered by Parent and Merger Sub and, as
the

28
due and valid authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding ob
Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Ba
and Equity Exception.

Section 4.03 NON-CONTRAVENTION.

(a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation of
Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement w
the case of each of the following clauses (i), (ii), and (iii), assuming compliance with the matters and requirements referred
Section 4.03(b)(i): (i) violate or conflict with the organizational documents of Parent or Merger Sub; (ii) violate or conflict w
Law applicable to Parent, Merger Sub or any of their respective properties or assets; or (iii) violate, conflict with or result in
of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under or give rise t
obligation to obtain any third-party consent or provide any notice to any person under, any of the terms, conditions or prov
any Governmental Authorization or Contract to which Parent or Merger Sub is a party except, with respect to clauses (ii) an
such violations, conflicts, breaches, defaults, consents or notices that would not reasonably be expected to have, individua
the aggregate, a Parent Material Adverse Effect.

(b) No declaration, action by, filing or registration with, or notice to, or authorization, permit, consent or approval, of an
Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub in connection with th
execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Me
the other transactions contemplated by this Agreement, including the Debt Financing, except (i) (A) for the filing of a preme
notification and report form by Parent and Merger Sub under the HSR Act and the filings and receipt, termination or expirat
applicable, of such other approvals or waiting periods as may be required under any Foreign Merger Control Laws, (B) for th
submission of a Joint Notice to CFIUS pursuant to Exon-Florio, (C) as may be required by the Securities Act, the Exchange
the rules and regulations thereunder and state securities, takeover and "blue sky" laws, (D) for the filing of the Articles of M
with the SCC and the issuance of a certificate of merger by the SCC pursuant to the VSCA; or (ii) where the failure to make
declaration, filing or registration or notifications to obtain such authorization, permits, consents or approvals, would not, ind
or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section 4.04 FINANCING. Parent has delivered to the Company true and complete copies of (a) the executed commitm
dated as of the date hereof, among Parent and Morgan Stanley Senior Funding, Inc., and (b) the executed commitment lette
as of the date hereof, among Parent and Bank of China Limited, New York Branch (together with Morgan Stanley Senior Fun
Inc., the "Lenders") (collectively, the "Debt Commitment Letters"), pursuant to which the Lenders have agreed, upon the te
subject to the conditions thereof, to lend the amounts set forth therein for the purpose of financing the transactions contem
this Agreement and related fees and expenses and the refinancing of any outstanding Indebtedness of the Company requir
repaid at the

29
Effective Time (the "Debt Financing"). The Debt Commitment Letters and any related Fee Letter are referred to collectively
Agreement as the "Financing Agreements." As of the date hereof, the Financing Agreements are in full force and effect. Exc
the Fee Letters and fee credit letters relating to fees with respect to the Debt Financing and the engagement letters (compl
copies of which have been provided to the Company, with only the fee amounts and certain economic terms of the market
of which would adversely affect the amount or availability of the Debt Financing) redacted), as of the date hereof there are
letters or other agreements, Contracts or arrangements related to the funding or investment, as applicable, of the Debt Fina
that are inconsistent with, modify or include additional terms and conditions to the Financing Agreements delivered to the C
prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Ag
that are payable on or prior to the date hereof. The only conditions precedent or other contingencies related to the obligatio
Lenders to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letters. As of t
hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on t
Parent, Merger Sub or any direct investor in Parent under any term, or a failure of any condition, of the Financing Agreemen
otherwise be reasonably likely to result in any portion of the Debt Financing contemplated thereby to be unavailable. As of t
hereof, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term o
condition of the Financing Agreements required to be satisfied by it. Based on the terms and conditions of this Agreement,
proceeds from the Debt Financing will be sufficient to provide Parent and Merger Sub with the funds necessary to pay the a
Merger Consideration pursuant to Section 2.01(c), the Equity Award Amounts, any repayment or refinancing of debt contem
this Agreement or the Financing Agreements (including repayment of Indebtedness under the Existing Refinancing Debt
Documents), the payment of all other amounts required to be paid in connection with the consummation of the transaction
contemplated by this Agreement and to allow Parent and Merger Sub to perform all of their obligations under this Agreeme
all fees and expenses to be paid by Parent or Merger Sub related to the transactions contemplated by this Agreement.

Section 4.05 LITIGATION. There are no Legal Proceedings pending or, to Parent's Knowledge, threatened in writing aga
Parent or Merger Sub that would reasonably be expected to have, individually or in the aggregate, a Parent Material Advers
Neither Parent nor Merger Sub is subject to any Order, whether temporary, preliminary, or permanent, which would reasona
expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.06 INFORMATION SUPPLIED. None of the information supplied or to be supplied by or on behalf of Parent or M
or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed t
shareholders of the Company and at the time of the Shareholders' Meeting, contain any untrue statement of a material fact
state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. Parent and Merger Sub will take all commercially reasonable eff
supply any information necessary for the Proxy Statement as promptly as practicable.

30
 Section 4.07 ACTIVITIES AND OWNERSHIP OF MERGER SUB.

(a) Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and, prio
Effective Time, will not have engaged in any business activities, other than activities pursuant to this Agreement.

(b) As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common
par value per share, all of which are validly issued and outstanding. Parent, directly or indirectly through a wholly owned sub
owns beneficially, all of the outstanding shares of capital stock of Merger Sub, free and clear of all Liens (other than any Lie
created pursuant to the Debt Financing). The structure chart set forth on Part 4.07(b) of the Parent Disclosure Schedule is
correct in all material respects.

Section 4.08 BROKERS AND OTHER ADVISORS. No broker, investment banker, financial advisor or other person, other tha
Stanley Senior Funding, Inc., Morgan Stanley Asia Limited (collectively, "Morgan Stanley"), Bank of China Limited, and Bank
Limited, New York Branch, the fees and expenses of which will be paid by Parent, is entitled to any broker's, finder's or finan
advisor's fee or commission in connection with the Merger and the transactions contemplated by this Agreement based up
arrangements made by or on behalf of Parent or Merger Sub.

Section 4.09 OWNERSHIP OF COMPANY COMMON STOCK. Neither Parent, Merger Sub nor any of their Affiliates owns (dir
indirectly, beneficially or as a constructive owner or of record) any shares of Company Common Stock, and neither Parent,
Sub nor any of their Affiliates holds any rights to acquire or vote any shares of Company Common Stock except pursuant to
transactions contemplated by this Agreement.

Section 4.10 CERTAIN AGREEMENTS. There are no Contracts between Parent or Merger Sub, on the one hand, and any "
executive officer" (as such term is defined in Section 729 of the VSCA) or director of the Company or "senior executive offi
any Affiliate of the Company (collectively, "Company Senior Management"), on the other hand, as of the date hereof that re
way to the Company, the transactions contemplated by this Agreement or any financial benefits to be received by Company
Management as a result of such transactions except as disclosed on Part 4.10 of the Parent Disclosure Schedule and Paren
Merger Sub has promptly disclosed in writing to the Company all such Contracts that may have arisen after the date of this
Agreement. Neither Parent nor Merger Sub, alone or together with any other person, was at any time, or became, an "intere
shareholder" under the VSCA or has taken any action that would cause any anti-takeover statute under the VSCA to be app
this Agreement, the Merger, or any transactions contemplated by this Agreement

Section 4.11 SOLVENCY. Assuming that (a) the conditions to the obligation of Parent and Merger Sub to consummate t
Merger have been satisfied or waived and (b) the Required Information fairly presents the consolidated financial condition o
Company and its Subsidiaries as at the end of the periods covered thereby and

31
the consolidated results of operations of the Company and its Subsidiaries for the periods covered thereby, then immediate
following the Effective Time and after giving effect to all of the transactions contemplated by this Agreement, including the
Financing, the payment of the aggregate consideration to which the shareholders of the Company are entitled hereunder, f
any obligations of the Surviving Corporation or its Subsidiaries which become due or payable by the Surviving Corporation
Subsidiaries in connection with, or as a result of, the Merger and payment of all related fees and expenses, (i) the Surviving
Corporation and each of its Subsidiaries will not: (A) be insolvent (either because its financial condition is such that the sum
debts, including contingent and other liabilities, is greater than the fair market value of its assets or because the fair saleab
its assets is less than the amount required to pay its probable liability on its existing debts, including contingent and other li
as they mature); or (B) have incurred debts, or be expected to incur debts, including contingent and other liabilities, beyond
to pay them as they become due and (ii) the payment of the aggregate consideration to which the shareholders of the Com
entitled hereunder will have complied with the requirements of Section 653(c) of the VSCA.

Section 4.12 NO OTHER INFORMATION. Parent and Merger Sub acknowledge that the Company makes no representatio
warranties as to any matter whatsoever except as expressly set forth in Article III. The representations and warranties set fo
Article III are made solely by the Company, and no Representative of the Company shall have any responsibility or liability re
thereto.

Section 4.13 ACCESS TO INFORMATION; DISCLAIMER. Parent and Merger Sub each acknowledges and agrees that it (a) ha
opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had
reasonable access to the on-line data room hosted on behalf of the Company in connection with the transaction contempla
this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Compan
(d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and
transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on
the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained
III of this Agreement and that all other representations and warranties are specifically disclaimed. Without limiting the foreg
of Parent and Merger Sub further acknowledges and agrees that none of the Company or any of its shareholders, directors
employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any e
projections, forecasts, business plans or other forward-looking information regarding the Company, its subsidiaries or their
respective businesses and operations. Each of Parent and Merger Sub hereby acknowledges that there are uncertainties in
attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with wh
Parent and Merger Sub are familiar, that Parent and Merger Sub are taking full responsibility for making their own evaluation
adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnis
them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans a
forward-looking information), and that Parent and Merger Sub will have no claim against the Company or any of its shareho
directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto.

32
 ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 5.01 CONDUCT OF BUSINESS.

(a) Conduct of Business of the Company. During the period from the date hereof to the Effective Time, except as ot
expressly set forth in Part 5.01(a) of the Disclosure Schedule, as required by Law, as consented to in writing in advance by P
(which consent shall not be unreasonably withheld, conditioned or delayed) or as otherwise contemplated or required by th
Agreement, (i) the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in
Ordinary Course of Business and use reasonable best efforts to preserve substantially intact its current business organizati
preserve its material assets and properties in good repair and condition, keep available the services of its current officers a
key Employees and maintain its existing material business relationships with customers, suppliers, distributors, others havin
business dealings with the Company and its Subsidiaries, and Governmental Authorities having regulatory dealings with the
Company and its Subsidiaries, and (ii) the Company shall not, and shall not permit any of its Subsidiaries to, directly or indir
any of the following:

(i) amend any Company Charter Documents or Subsidiary Charter Documents in any material respect;

(ii) (A) declare, accrue, set aside or pay any dividend or make any other actual, constructive or deemed distribut
(whether in cash, stock or property) in respect of any shares of capital stock of the Company or any of its Subsidiaries othe
any dividend or distribution by a Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Com
(B) authorize any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries, or any
of any other securities in lieu of or in substitution for shares of capital stock of the Company or any of its Subsidiaries; or
(C) repurchase, redeem or otherwise acquire any shares of its capital stock or any options, warrants or other rights to acqu
such shares, other than (1) the acquisition by the Company of shares of Company Common Stock in connection with the su
of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of such Com
Stock Options, (2) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards g
pursuant to the Company Stock Plans, and (3) the acquisition by the Company of Company Stock Options and Company PS
any other awards issued under the Company Stock Plans in connection with the forfeiture of such awards;

(iii) issue, sell, pledge, grant, transfer, encumber or otherwise dispose of any shares of capital stock or other equ
interests of the Company or any of its Subsidiaries, or

33
securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind
acquire, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries, other than (A) upon
exercise or settlement of awards under the Company Stock Plans outstanding on the date hereof in accordance with the te
thereof, (B) as required to comply with any Company Benefit Plan as in effect on the date hereof, (C) the issuance of shares
Company Common Stock upon exercise of any Company Warrant that is outstanding as of the date hereof or pursuant to th
of the Convertible Notes or the Convertible Note Hedges and (D) the grant of Company PSUs or Company Stock Options p
to be granted under the Company Stock Plans in connection with the Company's annual equity grant process in June 2013
contemplated by Part 5.01(a)(iii) of the Disclosure Schedule.

(iv) except as required by any Company Benefit Plan set forth on Part 3.12(a) of the Disclosure Schedule or any C
Bargaining Agreement or in order to comply with Section 6.05(b) of this Agreement, (A) grant, pay, or promise to pay any se
or termination pay or any increase in severance or termination pay (other than, with respect to Employees who are not direc
executive officers, payments consistent with prior practice before the date of this Agreement), (B) pay any bonus or make a
sharing or similar payment to, or increase in any manner the accrual rate or amount of the wages, salary, commissions, fring
benefits (including vacation and other forms of paid leave) or other compensation (including equity-based compensation, w
payable in stock, cash or other property), benefits, or remuneration payable to, any Employee, other than salary increases a
bonuses to non-executive officer Employees made in the Ordinary Course of Business, (C) adopt, enter into, terminate or a
material respect any Company Benefit Plan or awards made thereunder (or any plan, agreement, program, policy, trust, fun
arrangement that would be a Company Benefit Plan if it were in existence as of the date hereof) or, other than in the Ordina
of Business, any Collective Bargaining Agreement that applies to, or covers, Employees, (D) materially change any actuarial
assumption used to calculate funding obligations with respect to any Company Pension Plan or materially change the mann
which contributions to any Company Pension Plan or Company 401(k) Plan are made or the basis on which such contributio
determined, in any case which would result in a material increase in the amount of annual contributions to any trust maintai
any Company Pension Plan or Company 401(k) Plan, or (E) loan or advance any money or other property to any Employee o
in the Ordinary Course of Business;

(v) enter into any material agreement with respect to (A) any labor dispute, (B) any organizing activity or proceed
labor union or Representative thereof or (C) any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with
to any Employees;

(vi) effect or permit any "plant closing", "mass layoff", "termination" or "relocation" as those terms are defined in
WARN Act or similar event, in each case that would require advance notice to Employees under the WARN Act;

(vii) acquire by merger, consolidation, acquisition of stock or assets, or otherwise any interest in, or a substantial
of the assets of, any person or any division or business thereof, other than (A) any such action solely between or among the
Company and its

34
Subsidiaries, (B) purchases of inventory or other assets in the Ordinary Course of Business or pursuant to existing Contract
(C) acquisitions or investments not in excess of $25,000,000 in the aggregate;

(viii) sell, lease, license, abandon or otherwise dispose of any of its properties or assets (including capital stock o
equity interests in any Subsidiary of the Company), other than (A) sales, licenses, leases or other dispositions of assets in t
Ordinary Course of Business or pursuant to existing Contracts or (B) other sales, assignments, licenses, leases, expirations
dispositions of assets, rights or properties not in excess of $25,000,000 in the aggregate;

(ix) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizat
Company or any of its Subsidiaries (other than reorganizations solely among wholly owned Subsidiaries of the Company);

(x) except for borrowings under the Company's existing credit facilities, incur any material Indebtedness or modi
material respect in a manner adverse to the Company the terms of any Indebtedness, or assume, guarantee or endorse, or
as an accommodation become responsible for, any material Indebtedness or the obligations of any person, or make any loa
advances or capital contributions to any other person (other than a Subsidiary or Joint Venture of the Company), in excess
$10,000,000 in each case, other than (A) in the Ordinary Course of Business, pursuant to letters of credit or otherwise, or (
commodity, currency, sale or hedging agreements, in each case in the Ordinary Course of Business and which can be term
ninety (90) days or less notice without penalty;

(xi) except as expressly permitted in this Section 5.01(a), (A) enter into or assume any Contract that would have
Material Contract had it been entered into prior to the date hereof, (B) terminate, materially amend or waive any material rig
any Material Contract or any Contract that would have been a Material Contract had it been entered into prior to the date he
excluding any termination upon expiration of a term in accordance with the terms of such Material Contract, or (C) or waive
material default under, or release, settle or compromise any material claim against the Company or waive any liability or obl
owing to the Company or any of its Subsidiaries under any Material Contract;

(xii) institute any Legal Proceeding or settle or compromise any Legal Proceeding pending or threatened against
Company or any of its Subsidiaries, other than the settlement or compromise of Legal Proceedings in the Ordinary Course o
Business that require payments by the Company or any of its Subsidiaries (net of insurance proceeds) in an amount not to e
individually or in the aggregate, $10,000,000;

(xiii) make any material change in accounting methods, principles or practices of the Company or any of its Subs
materially affecting the consolidated assets, liabilities or results of operations of the Company, except as may be appropriat
conform to changes in statutory or regulatory accounting rules, GAAP or regulatory requirements with respect thereto, or a
by GAAP or applicable Law;

(xiv) make any material Tax election or settle or compromise any material Tax liability for an amount that material
exceeds the amount disclosed, reflected or reserved against in the Company Balance Sheet (or the notes thereto) included
Company SEC Documents or change an annual accounting period for Tax purposes;

35
 (xv) enter into, or amend in a manner materially adverse to the Company or its Subsidiaries, any affiliate transact
nature described in Section 3.22;

(xvi) make any capital expenditures in excess of those amounts set forth on Part 5.01(a) of the Disclosure Sched

(xvii) enter into any Contract that restricts the ability of the Company or any of its Subsidiaries, taken as a whole,
compete, in any material respect, with any business or in any geographic area, or to solicit customers;

(xviii) adopt a shareholder rights plan or similar agreement;

(xix) other than in the Ordinary Course of Business, enter into any Contract relating to interest rate swaps, curren
exchange swaps, commodity derivatives or hedging transactions; or

(xx) agree, authorize or commit to do any of the foregoing.

(b) No Control of Other Party's Business. Nothing contained in this Agreement shall give Parent, directly or indirectl
right to control or direct the Company's or its Subsidiaries' operations prior to the Effective Time, and nothing contained in
Agreement shall give the Company, directly or indirectly, the right to control or direct Parent's or its Subsidiaries' operations
the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms an
conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations.

Section 5.02 SOLICITATION; TAKEOVER PROPOSALS; CHANGE OF COMPANY BOARD RECOMMENDATION.

(a) No Solicitation. From the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in ac
with Section 8.01, (i) the Company shall, and shall cause its Subsidiaries and direct its or their respective Representatives to
immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any person
(other than a Qualified Pre-Existing Bidder) conducted theretofore by the Company, its Subsidiaries or any of their respecti
Representatives with respect to any Acquisition Proposal and shall use its reasonable best efforts to require any other parti
have made or have indicated an intention to make an Acquisition Proposal to promptly return or destroy any confidential inf
previously furnished by the Company, any of its Subsidiaries or any of their respective Representatives to such parties (oth
Qualified Pre-Existing Bidder), and (ii) the Company shall not, and shall cause its Subsidiaries and direct its or their respect
Representatives not to, directly or indirectly: (A) solicit, initiate, or knowingly encourage or facilitate (including by way of fur
information) or knowingly take any other action which is intended to lead to the making, submission or announcement by an
(other than a Qualified Pre-Existing Bidder) of any proposal or inquiry that constitutes, or is

36
reasonably likely to lead to, an Acquisition Proposal; (B) enter into, continue or participate in any discussions or negotiation
person (other than a Qualified Pre-Existing Bidder) regarding any Acquisition Proposal; (C) furnish to any person (other tha
Merger Sub, any designees of Parent or Merger Sub, or any Qualified Pre-Existing Bidder) any non-public information relati
Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company o
its Subsidiaries to any person (other than Parent, Merger Sub, any designees of Parent or Merger Sub, or any Qualified Pre-
Bidder) to facilitate the making of any Acquisition Proposal; (D) approve, endorse or recommend any Acquisition Proposal o
letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Proposal (other than with re
Qualified Pre-Existing Bidder) or requiring the Company to abandon or terminate its obligations under this Agreement (othe
with respect to a Qualified Pre-Existing Bidder); (E) terminate, amend, modify or waive any rights under, or release any pers
than Parent and Merger Sub) from, any "standstill" or other similar agreement between the Company or any of its Subsidiar
any person unless the Company Board determines in good faith, after consultation with its outside legal counsel, that failure
would be inconsistent with its fiduciary obligations under applicable Law; provided, however that any such termination, ame
modification, waiver or release shall not be to permit or allow any such person to purchase securities of the Company; or (F
propose or agree to do any of the foregoing.

(b) Response to Acquisition Proposals. Notwithstanding anything to the contrary contained in Section 5.02(a) or an
provision of this Agreement, if at any time following the date hereof and prior to the receipt of Shareholder Approval, (i) the
has received after the date hereof (or with respect to a Qualified Pre-Existing Bidder, prior to or after the date hereof) a bon
written Acquisition Proposal that has not been solicited after the date hereof (except from a Qualified Pre-Existing Bidder to
extent permitted by Section 5.02(a)) from a third party that did not result from a material breach of this Section 5.02, and (i
Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such A
Proposal constitutes, or would reasonably be expected to constitute, result in, or lead to, a Superior Proposal, then the Com
may, subject to compliance with Section 5.02(c), upon a good faith determination by the Company Board (after consultatio
outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties under applicable Law: (A) provide
its properties, books and records and furnish information or data with respect to the Company and its Subsidiaries to the p
making such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement and in accordance with the followin
restrictions related to the provision of information: (1) the Company shall promptly thereafter provide to Parent any material
public information concerning the Company or its Subsidiaries that is provided to any such person to the extent that such
information was not previously provided to Parent and (2) the Company shall provide, only pursuant to customary "clean-ro
other appropriate procedures, such portions of documents or information to the extent relating to any pricing or other matt
are highly sensitive or competitive in nature, if the exchange of such information (or portions thereof) would reasonably be
be harmful to the operation of the Company in any material respect; and (B) contact and engage in discussions or negotiati
the person making such Acquisition Proposal or such person's Representatives.

37
 (c) Notice to Parent of Acquisition Proposals. In addition to the obligations set forth in Section 5.02(b), the Compan
promptly (and in any event within twenty-four (24) hours) notify Parent of the receipt of any Acquisition Proposal, and in an
notice to Parent provide a summary of the material terms of, but not the identity of the person making, any Acquisition Prop
thereafter shall promptly keep Parent reasonably informed of a summary of material developments affecting the terms and
conditions of any such Acquisition Proposal.

(d) Prohibited Activities. Except as set forth in Section 5.02(e), neither the Company Board nor any committee there
(i) fail to make the Company Board Recommendation (including any failure to include the Company Board Recommendation
Proxy Statement); (ii) withhold, withdraw, amend or modify in a manner adverse to Parent or Merger Sub the Company Boar
Recommendation; (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition
or Acquisition Agreement (other than those relating to the Merger); or (iv) resolve, agree or publicly propose to take any suc
(each such foregoing action or failure to act in clauses (i) through (iv) being referred to as a "Change in Company Board
Recommendation").

(e) Change in Company Board Recommendation. Notwithstanding any provision of Section 5.02(d), at any time prio
receipt of Shareholder Approval, the Company Board may, (A) in connection with an Intervening Event, if the Company Boar
determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its
obligations under applicable Law, make a Change in Company Board Recommendation or (B) if the Company receives an Ac
Proposal that was not solicited after the date hereof (and that has not been withdrawn) and did not otherwise result from a
breach of Section 5.02(a) and that the Company Board determines in good faith (after consultation with outside legal couns
financial advisors) would, if consummated, constitute a Superior Proposal, either (i) terminate this Agreement pursuant to
Section 8.01(f), provided that the Company shall pay to Parent any Company Termination Fee required to be paid pursuant
Section 8.03(b) in connection with such termination or (ii) make a Change in Company Board Recommendation, in each cas
clauses (A) and (B), if, and only if:

(i) the Company shall have provided prior written notice to Parent and Merger Sub, of its or the Company Board's
to take such action at least four (4) Business Days (the "Notice Period") in advance of taking such action, which notice sha
made in connection with an Acquisition Proposal, include a summary of the material terms of the Acquisition Proposal recei
the Company that in the good faith determination of the Company Board would, if consummated, constitute a Superior Prop
including a copy of the most current version of the transaction agreements with, and the identity of, the party making the A
Proposal (it being understood and agreed that any material change in the financial terms or any other material amendment
terms and conditions of such Superior Proposal shall require a new written notice by the Company to Parent in compliance
clause (i), provided that, in connection with such new notice, references to the four (4) Business Day period above shall be
references to a three (3) Business Day period) or, (B) if made in connection with an Intervening Event, provide reasonable d
regarding such Intervening Event;

38
 (ii) after providing such notice and prior to taking such action, the Company shall have, and shall have caused its
Representatives to, negotiate with Parent and its Representatives in good faith (to the extent Parent wishes to negotiate) du
applicable Notice Period to make such adjustments in the terms and conditions of this Agreement and the Debt Financing s
the Superior Proposal would cease to be a Superior Proposal or the Change in Company Board Recommendation in respon
Intervening Event would no longer be necessary, as applicable; and

(iii) the Company Board shall have considered in good faith any changes to this Agreement and the Debt Financi
other arrangements that may be offered in writing by Parent by 5h00 p.m., New York City time, on the last Business Day of s
applicable Notice Period and shall have determined in good faith after consultation with outside legal counsel and its financ
advisors, that the Acquisition Proposal received by the Company continues to constitute a Superior Proposal, even if such c
offered in writing by Parent were given effect, or that such Intervening Event continues to necessitate a Change in Compan
Recommendation, as applicable.

(f) Standstills; Confidentiality Agreements. The Company shall enforce, and shall not release or permit the release
person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification
provision of, any confidentiality or similar agreement or provision to which the Company or any of its Subsidiaries is a party
which the Company or any of its Subsidiaries has any rights in each case, unless the Company Board determines in good fa
consultation with its outside legal counsel, that taking or failing to take such action, as the case may be, would be inconsist
its fiduciary obligations under applicable Law; provided, however that any such termination, amendment, modification, waiv
release shall not permit or allow any such person to purchase securities of the Company. The Company shall not, and shall
permit any of its Subsidiaries or any of its or their Representatives to, enter into any confidentiality agreement subsequent t
date hereof that prohibits the Company or any of its Subsidiaries from providing to Parent the information specifically requi
provided to Parent pursuant to this Section 5.02.

(g) Communications With Shareholders. Nothing contained in this Section 5.02 shall prohibit the Company from (i)
and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchang
any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offe
(ii) making any disclosure to its shareholders as, in the good faith determination of the Company Board, after consultation w
outside legal counsel, is required by applicable Laws, or (iii) making any "stop-look-and-listen" communication to its shareh
pursuant to Section 14d-9(f) promulgated under the Exchange Act (or any similar communications to its shareholders) in w
Company indicates that it has not changed the Company Board Recommendation, in each case, with respect to an Acquisit
Proposal or the transactions contemplated in this Agreement; provided, however that in the case of each of clauses (i) and
(as to clause (ii), only if such disclosure specifically refers to any Acquisition Proposal), any such disclosure shall be deeme
Change in Company Board Recommendation unless such disclosure reaffirms the Company Board Recommendation.

39
 ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01 PREPARATION OF THE PROXY STATEMENT; SHAREHOLDERS' MEETING.

(a) Preparation of Proxy Statement. As soon as practicable after the date hereof (and in any event, within fifteen
(15) Business Days hereof, assuming the Company has received all required information from Parent), the Company shall, w
assistance of Parent, prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the
Shareholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Except as
contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to t
Merger and the Fairness Opinion. Parent and the Company shall cooperate with each other in the preparation of the Proxy
Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the
information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth
Proxy Statement promptly following any request therefor from the Company. The Company shall, assuming Parent's compli
its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to the Company's shareholders, to c
to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereund
satisfy all rules of the NYSE. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendm
supplement thereto, without providing Parent, Merger Sub or their counsel a reasonable opportunity to review and commen
(and such comments shall be reasonably considered by the Company). The Company shall, promptly (i) notify Parent of the
of any comments or inquiries received by the Company from the SEC or the staff thereof related to the Proxy Statement or
request for additional information, and (ii) provide Parent with copies of all written correspondence between the Company a
Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement
Company shall provide Parent, Merger Sub and their counsel with copies of any written comments or responses to be subm
the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent and Merg
and their counsel a reasonable opportunity to participate in the formulation of any written responses to any such written co
of the SEC or its staff relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and ea
agrees to consult and cooperate with the other Parties and use reasonable best efforts in resolving, all SEC comments with
to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form
cleared by the SEC as promptly as reasonably practicable following the filing thereof.

(b) Covenants of the Parties with Respect to the Proxy Statement. Each Party will cause the information relating to
Party supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendmen
thereof or supplements thereto, and at the time of the Shareholders' Meeting, not to contain any untrue statement of a mat
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light
circumstances under which they

40
were made, not misleading; provided, however, that (i) no representation or warranty is made by Parent or Merger Sub with
to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement a
representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merge
inclusion or incorporation by reference in the Proxy Statement.

(c) Mailing of Proxy Statement; Shareholders' Meeting. The Company shall, as promptly as reasonably practicable
date hereof, in accordance with applicable Law and the Company Charter Documents, (A) establish a record date for and g
of a meeting of its shareholders, for the purpose of voting upon the approval of this Agreement and the related Plan of Mer
the Merger (the "Shareholders' Meeting"), and (B) mail to the holders of Company Common Stock as of the record date est
for the Shareholders' Meeting a Proxy Statement (the date the Company elects to take such action or is required to take su
the "Proxy Date"). The Company shall, in accordance with applicable Law, the Company Charter Documents, and NYSE rule
call, convene and hold the Shareholders' Meeting as promptly as reasonably practicable after the Proxy Date; provided, how
that in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement
to the Company's shareholders, subject to the Company's ability to postpone or adjourn the Shareholders' Meeting, provide
any postponements or adjournments of such meeting shall require the prior written consent of Parent, other than as require
reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determ
good faith after consultation with outside counsel is necessary under applicable Law or fiduciary duty and for such supplem
amended disclosure to be disseminated and reviewed by the Company's shareholders prior to the Shareholders' Meeting, o
reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to
the Shareholder Approval. Once the Company has established a record date for the Shareholders' Meeting, the Company s
change such record date or establish a different record date for the Shareholders' Meeting without the prior written consen
Parent, unless required to do so by applicable Law or the Company Bylaws. Unless this Agreement has been terminated pu
Section 8.01, the Company shall use reasonable best efforts to solicit proxies in favor of the approval of this Agreement and
ensure that all proxies solicited in connection with the Shareholders' Meeting are solicited in compliance with all applicable
all rules of the NYSE. Unless this Agreement has been terminated in accordance with Section 8.01, the Company shall subm
Agreement to its shareholders at the Shareholders' Meeting even if the Company Board shall have effected a Change in Co
Board Recommendation or proposed or announced any intention to do so. The Company shall, upon the reasonable reques
Parent, advise Parent at least on a daily basis on each of the last three (3) Business Days prior to the date of the Sharehold
Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without th
written consent of Parent, the approval of this Agreement and the transactions contemplated hereby (including the Merger)
the only matter which the Company shall propose to be acted on by the shareholders of the Company at the Shareholders'
except as required by applicable Law or regulation.

(d) Amendments to Proxy Statement. If at any time prior to the Effective Time any event or circumstance relating to
Company or any of its Subsidiaries or its or their respective officers or directors should be discovered by the Company whic
pursuant to the Securities Act

41
or the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall prom
inform Parent. Each of Parent, Merger Sub and the Company agree to use reasonable best efforts to correct any material in
provided by it for use in the Proxy Statement which shall have become false or misleading. Each of the Company and Paren
reasonable best efforts to cause all documents that such party is responsible for filing with the SEC in connection with the
comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and,
applicable, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated the
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadi

Section 6.02 ACCESS TO INFORMATION; CONFIDENTIALITY. The Company shall afford to Parent, and to Parent's officers,
employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access consistent
applicable Law (including for the purpose of (i) coordinating transition planning related to the matters contemplated in this
Agreement and (ii) if required for the Debt Financing or any Alternative Debt Financing, conducting non-invasive and non-d
evaluations and assessments of the environmental conditions of the Owned Real Property and the Leased Real Property of
Company and its Subsidiaries for the purpose of identifying Releases of Hazardous Materials or any violations of Environme
Laws), during normal business hours and upon reasonable prior notice to the Company during the period from the date her
the Effective Time or the earlier termination of this Agreement pursuant to Section 8.01, to all of its and its Subsidiaries' pro
books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, and during su
the Company shall furnish promptly to Parent (A) a copy of each report, schedule, registration statement and other docume
by it during such period pursuant to the requirements of federal or state securities Laws other than such documents public
with or furnished to the SEC, and (B) all other information concerning its and its Subsidiaries' business, properties and pers
Parent may reasonably request. Notwithstanding any of the foregoing, any such investigation or consultation shall be condu
such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or other
result in any significant interference with the prompt and timely discharge by their respective employees of their normal du
this Section 6.02 does not authorize, and the Parties agree that there shall not be, any invasive or destructive environmenta
or sampling of the Owned Real Property or the Leased Real Property. If any of the information or material furnished pursuan
Section 6.02 includes material or information subject to the attorney-client privilege, work product doctrine or any other ap
privilege concerning pending or threatened Legal Proceedings or governmental investigations, each Party understands and
that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual under
of the Parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way
confidentiality of such material or information or its continued protection under the attorney-client privilege, work product d
or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney
privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges
Agreement and the joint defense doctrine. The parties acknowledge that Parent and the Company have previously execute
confidentiality agreement, dated as of April 17, 2013 (the

42
"Confidentiality Agreement"), which Confidentiality Agreement shall continue in full force and effect in accordance with its t
such terms may have been amended), except as expressly modified herein.

Section 6.03 BEST EFFORTS; APPROVALS; TRANSACTION LITIGATION.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its bes
to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties
all things necessary, proper or advisable to consummate, as promptly as reasonably practicable, the Merger and the other
transactions contemplated by this Agreement, including using best efforts to: (i) take all actions necessary to cause (A) in t
of the Company, the conditions to the Closing set forth in Section 7.01 and Section 7.02 to be satisfied, or (B) in the case of
and Merger Sub, the conditions to the Closing set forth in Section 7.01 and Section 7.03 to be satisfied, in each case, as pro
reasonably practicable; (ii) obtain all necessary consents, approvals, Orders, waivers and authorizations of any U.S. Govern
Authority or non-U.S. Governmental Authority pursuant to the Foreign Merger Control Laws of the jurisdictions set forth on
Part 6.03(a) of the Disclosure Schedule (the "Specified Foreign Merger Control Laws"), make all necessary registrations, de
and filings with, and provide all necessary notices to, any U.S. Governmental Authority (including pursuant to the HSR Act)
non-U.S. Government Authority pursuant to the Specified Foreign Merger Control Laws; (iii) execute and deliver any additio
instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iv) vig
defend or contest any claim, suit, action or other proceeding, including any Transaction Litigation, that would otherwise pre
materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated
Agreement. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or
Sub shall be obligated to make any filings or seek any approvals from any non-U.S. Governmental Authority under any Fore
Merger Control Laws other than the Specified Foreign Merger Control Laws.

(b) In connection with the efforts referenced in Section 6.03(a) to obtain all necessary consents, approvals, Orders, w
authorizations of any Governmental Authority required pursuant to the HSR Act and each Specified Foreign Merger Control
each Party shall use its best efforts to: (i) make the appropriate filings under (A) the HSR Act, and (B) each Specified Foreig
Control Law, each of which filings shall be made within ten (10) Business Days of the date hereof; (ii) cooperate in all respec
each other in connection with any filing or submission and in connection with any investigation or other inquiry, including an
proceeding initiated by a private party and to supply as promptly as reasonably practicable any additional information and
documentary material that may be requested pursuant to the HSR Act and to take all other action necessary, proper or advi
cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (iii) keep the
Party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including fu
the other with any written notices or other communications received by such Party from, or given by such Party to, the Fed
Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"), or any other Governmental Author
any communication received or given in connection with any

43
proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iv) permit the othe
review any communication given by it to, and consult with each other in advance of any meeting or conference with the FTC
or any other Governmental Authority, or, in connection with any proceeding by a private party, with any other person, make
the Representatives of such Party as may be reasonably necessary for attendance by such Representatives in person at su
meetings and conferences, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Author
other person, give the other Party the opportunity to attend and participate in such meetings and conferences in accordanc
the HSR Act and each Specified Foreign Merger Control Law.

(c) In furtherance and not in limitation of the covenants of the parties contained in Section 6.03(a) and Section 6.03(b
objections are asserted with respect to the transactions contemplated hereby in connection with any necessary consents,
Orders, waivers and authorizations of any Governmental Authority required pursuant to any Antitrust Law or if any suit is ins
(or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party ch
any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially
materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company
all such further action to, resolve any such objections or suits so as to permit consummation of the transactions contempla
this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably b
expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions conte
hereby, including by executing or carrying out agreements, submitting to orders, writs, rulings, judgments, decrees or injun
(whether temporary, preliminary or permanent), including consent decrees, or taking any other action (i) providing for the li
sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or business or
categories of assets or businesses of the Company, Parent or their respective Subsidiaries or the holding separate of the ca
stock of a Subsidiary of Parent (including the Surviving Corporation and its Subsidiaries) or the Company, or (ii) imposing a
limitation on the ability of the Company, Parent or any of their respective Subsidiaries or Affiliates to conduct their respectiv
businesses (including with respect to market practices and structure) or own such assets or to acquire, hold or exercise ful
ownership of the business of Parent, the Company or their Subsidiaries, or agreeing to do any of the foregoing, in a manner
would resolve such objections or suits; provided, however, that neither Parent nor the Company shall be required to agree t
term or take any action pursuant to this Section 6.03 (i) that is not conditioned upon consummation of the Merger or (ii) tha
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (provided that, for pur
this Section 6.03 only, clauses (iii) and (iv) in the definition of "Company Material Adverse Effect" shall be inapplicable.

(d) If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law, or if
proceeding, whether judicial or administrative, is instituted by any Governmental Authority or any private party challenging
transactions contemplated hereby as violating any Antitrust Law, each Party shall use its best efforts to: (i) oppose or defen
any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby); and (ii) take s
action as reasonably necessary to overturn any regulatory action by any Governmental Authority to block

44
consummation of this Agreement (and the transactions contemplated hereby), including by defending any suit, action, or o
Proceeding brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated
by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Authority or private party
have to such transactions under any Antitrust Law so as to permit consummation of the transactions contemplated by this
Agreement; provided that Parent and the Company shall cooperate with one another in connection with all proceedings rela
foregoing.

(e) Each of the Parties shall exercise best efforts to take, or cause to be taken, all actions and to do, or cause to be do
assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to satisfy the CFIUS Condition
including (i) within ten (10) Business Days after the date of this Agreement, make the draft filing with CFIUS contemplated u
C.F.R. § 800.401(f) with respect to the transactions contemplated hereby and engage in the pre-notice consultation proces
CFIUS, (ii) following such pre-notice consultation, as promptly as practicable and, in any event, within five (5) Business Day
CFIUS notification that the draft filing meets all requirements of 31 C.F.R. § 800.402 of the regulations and is, accordingly, c
file with CFIUS a voluntary notice as contemplated by 31 C.F.R. § 800.401(a) and in the case of Parent and Merger Sub the
identifier information required to be submitted separately from such notice as contemplated by 31 C.F.R. § 800.402(c)(6)(v
respect to the transactions contemplated hereby, (iii) promptly and, in all events, consistent with any deadline imposed und
or other applicable Law, comply with any request received by any of them or any of their respective Subsidiaries from any
Governmental Authority for any certification, additional information, documents or other materials in respect of such notice
transactions, (iv) ensure that any information furnished in respect of this Section 6.03(e) is true, complete and correct in al
respects and (v) cooperate with each other in connection with any such filing (including, to the extent permitted by applica
providing copies, or portions thereof, of all such documents to the non-filing Parties prior to filing and considering all reaso
additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or ot
inquiry of any Governmental Authority under Exon-Florio with respect to any such filing or any such transaction. Each Party
best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to
applicable Law in connection with the transactions contemplated by this Agreement. To the extent permitted by applicable
Party shall promptly inform the other Parties of any oral communication with, and provide copies of written communications
Governmental Authority regarding any such filings or any such transaction. No Party shall independently participate in any
meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the oth
sufficient prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to atten
participate in such meeting. Subject to applicable Law, the Parties will consult and cooperate with one another in connectio
any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by o
behalf of any Party relating to proceedings under Exon-Florio. Without limiting the foregoing, each of Parent and the Compa
take such actions and agree to such requirements or conditions to mitigate any national security concerns as may be reque
required by CFIUS in connection with, or as a condition of, the satisfaction of the CFIUS Condition; provided, however, that

45
neither Parent nor the Company shall be required to agree to any term or take any action in connection with the satisfaction
CFIUS Condition (i) that is not conditioned upon consummation of the Merger or (ii) would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect (provided that, for purposes of this Section 6.03(e) only
(iii) and (iv) in the definition of "Company Material Adverse Effect" shall be inapplicable).

(f) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 6.0
shall, after consulting with the Company and considering the Company's views in good faith, take the lead in communicatin
non-U.S. Governmental Authority and developing strategy for responding to any investigation or other inquiry by any non-U
Governmental Authority, and, subject to its obligations under Section 6.03, shall make all final decisions with respect to any
that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any non
Governmental Authority, including determining the manner in which to contest or otherwise respond, by litigation or otherw
objections to, or proceedings or other actions by any non-U.S. Governmental Authority challenging, the consummation of t
and the other transactions contemplated by this Agreement.

(g) Prior to the Closing Date, the Company shall (i) use its reasonable best efforts to obtain any approval or consent re
from the other Party as a result of the Merger to any material Company Lease reasonably requested by Parent and (ii) assis
cooperate with Parent and Merger Sub in doing all things necessary, proper or advisable to cooperate with Parent and Merg
resolve any objections raised by any U.S. Governmental Authority regarding foreign ownership or use of any material Owne
Property or material Leased Real Property, including using its reasonable best efforts to negotiate any restructuring of owne
leasing arrangements of any Owned Real Property or Leased Real Property, as applicable, prior to completion. Notwithstan
foregoing, the Company shall not be required to agree to any term or take any action in connection with its obligations purs
this Section 6.03(g) that is not conditioned upon consummation of the Merger.

(h) Prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01, the Comp
promptly advise Parent orally and in writing of any Transaction Litigation, shall keep Parent reasonably informed regarding a
Transaction Litigation, shall consult and cooperate reasonably with Parent in connection with, and permit Parent and its
Representatives to participate in, the defense, negotiation or settlement of any Transaction Litigation, and shall give consid
Parent's advice with respect to such Transaction Litigation.

(i) Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or caus
taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applica
and rules and policies of the NYSE to cause the delisting of the Company and of the Company Common Stock from the NY
promptly as practicable after the Effective Time and the deregistration of the Company Common Stock under the Exchange
promptly as practicable after such delisting.

46
 Section 6.04 STATE TAKEOVER LAWS. Assuming the accuracy of the representations and warranties of Parent and Merg
set forth in Sections 4.09 and 4.11, if any Takeover Law becomes or is deemed to be applicable to the Company, Parent, Me
this Agreement, the Merger, or any other transaction contemplated by this Agreement, then the Company and the Compan
as applicable, shall take all action reasonably necessary to ensure that the Merger and the other transactions contemplated
Agreement may be consummated as promptly as practicable on the terms contemplated herein and therein and otherwise
eliminate, or, if not possible, minimize to the maximum extent possible, the effects of such Takeover Law on this Agreement
Merger and the other transactions contemplated by this Agreement. Nothing in this Section 6.04 shall be construed to perm
or Merger Sub to do any act that would constitute a violation or breach of, or as a waiver of any of the Company's rights und
other provision of this Agreement or the Plan of Merger. No Change in Company Board Recommendation shall change the a
of the Company Board for purposes of causing any Takeover Law to be inapplicable to the transactions contemplated by th
Agreement.

Section 6.05 EMPLOYEE MATTERS.

(a) From the Effective Time until the date that is one (1) year following the Effective Time, the Employees (other than E
whose terms and conditions of employment are governed by a Collective Bargaining Agreement, the terms and conditions o
shall be respected by Parent and the Surviving Corporation) who remain in the active employment of the Surviving Corpora
its Subsidiaries (the "Continuing Employees") shall receive (i) annual rates of base salary or wages, as applicable, annual ca
bonus opportunities (including commissions) and annual equity-based (or cash-equivalent thereof) award opportunities, w
the Company's 2014 fiscal year, shall be deemed satisfied through the Company's grant of Company Equity Awards pursua
Section 5.01(a)(iii), that are in each case no less favorable than those provided to such Continuing Employees immediately
the Effective Time under the applicable Company Benefit Plans; (ii) severance benefits that are no less favorable that those
maintained for such Continuing Employees immediately prior to the Effective Time under the applicable Company Benefit P
(iii) employee welfare and retirement benefits (and the costs thereof) that, in the aggregate, are substantially comparable to
employee welfare and retirement benefits (and the costs thereof) provided by the Company or its Subsidiaries to such Con
Employees under the applicable Company Benefit Plans immediately prior to the Closing.

(b) As of and after the Effective Time, with respect to any Company Benefit Plans (or any successor plans thereof) and
Benefit Plans (or any successor plans thereof), Parent will, or will cause the Surviving Corporation to (i) continue to recogni
Continuing Employee's service with the Company, its Subsidiaries and their predecessor entities to the same extent recogn
the Company immediately prior to the Effective Time for all purposes, (ii) not take any action that would impose new pre-ex
condition or eligibility limitations, or (for the plan year in which the Closing Date occurs) reset any deductible or maximum o
pocket limitations, in each case in respect of any Continuing Employee in connection with their participation in any such pla
(iii) honor the terms of all Company Benefit Plans and Foreign Benefit Plans subject to the amendment and termination prov
thereof.

47
 (c) The provisions of this Section 6.05 are for the sole benefit of the Parties and nothing herein, express or implied, is
or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any current or former emp
directors, or independent contractors of the Company or any of its Subsidiaries, Parent or any of its Affiliates, or on or after
Effective Time, the Surviving Corporation or any of its Subsidiaries), other than the Parties and their respective permitted s
and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for in this Section 6.05
by reason of any provision of this Agreement, including, without limitation, any rights to continued employment with Parent,
Surviving Corporation or any of their Subsidiaries. Notwithstanding anything in this Section 6.05 to the contrary, nothing co
herein, whether express or implied, shall be treated as an amendment or other modification of any Company Benefit Plan m
by the Company or any of its Subsidiaries, Parent or any of its Subsidiaries, or on or after the Effective Time, the Surviving
Corporation or any of its Subsidiaries, or shall limit the right of Parent to amend, terminate or otherwise modify any Compan
Plan or any employee benefit plan maintained by Parent, the Surviving Corporation or any of their Subsidiaries following the
Time. Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the e
requiring, Parent or the Surviving Corporation to adopt or continue any specific employee benefit plans or to continue the
employment of any specific person.

(d) On or prior to the Closing Date, the Company and its applicable Subsidiaries shall provide any notice to Employees
respective Representatives, and/or satisfy any collective bargaining or works council consulting obligations that are require
respect to the Merger and the other transactions contemplated by this Agreement, under applicable Law or any Collective B
Agreement or other similar agreement, in each case, except as would not reasonably be expected to have a Company Mate
Adverse Effect.

(e) Within twenty (20) days of the date hereof, the Company shall make any amendments to its Company Benefit Plan
necessary to permit the treatment of equity rights described in Section 2.04.

Section 6.06 DIRECTOR AND OFFICER LIABILITY.

(a) For six (6) years after the Effective Time, Parent shall cause the Company, the Surviving Corporation or any of thei
respective Subsidiaries, as the case may be, to the extent permitted by applicable Law or the Company Charter Documents
Subsidiary Charter Documents, to: (i) indemnify and hold harmless, against any costs or expenses (including attorneys' fee
expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Lega
Proceeding (whether formal or informal), and provide advancement of expenses to, all past and present directors and office
Company and its Subsidiaries (the "Indemnified Parties") (in all of their capacities); and (ii) include and cause to be maintain
effect in the Company's or the Surviving Corporation's (or any successor's), as the case may be, articles and bylaws for a p
six (6) years after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and
directors, and advancement of expenses to officers and directors that are at least as favorable as those contained in the Co
Charter Documents. If the Company or the

48
Surviving Corporation, as the case may be, or any of their respective successors or assigns shall: (x) consolidate with or me
any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or me
(y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each
case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Company or the S
Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.06.

(b) The Company shall, at or prior to the Effective Time, purchase a six (6) year "tail" prepaid policy on the same term
conditions as the existing directors' and officers' liability (and fiduciary) insurance maintained by the Company from insuran
carriers with comparable credit ratings, covering, without limitation, the Merger; provided, however, that the cost of such "t
shall in no event exceed three hundred percent (300%) of the amount of the last annual premium paid by the Company for
existing directors' and officers' liability (and fiduciary) insurance. If, but for the proviso to the immediately preceding senten
Surviving Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, t
Surviving Corporation will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal
hundred percent (300%) of current annual premiums.

(c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to direct
officers' insurance claims under any policy that is or has been in existence with respect to the Company or any of its subsid
any of their respective directors, officers or other employees, it being understood and agreed that the indemnification prov
this Section 6.06 is not prior to or in substitution for any such claims under such policies.

(d) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and
respective heirs and legal representatives. The rights to indemnification and advancement and the other rights provided for
shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contra
otherwise.

Section 6.07 PUBLIC ANNOUNCEMENTS. The initial press release with respect to the execution and delivery of this Agree
shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance
Section 6.02, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give eac
the reasonable opportunity to review and comment upon, any press release or other public statements (including any filing
SEC) with respect to the Merger and the other transactions contemplated hereby, and shall consider in good faith the views
other Party, and shall not issue any such press release or make any such public statement prior to such consultation, excep
be required by applicable Law (or, in the case of the Company, by the Company's fiduciary duties as reasonably determined
Company), court process or by obligations pursuant to any listing agreement with or rules of any applicable securities exch
trading market, in which case the Party required to make the release or announcement shall use reasonable best efforts to
other Party or Parties reasonable time to comment on such release or announcement in

49
advance of such issuance (it being understood that the final determination of the disclosure requirements under applicable
be made by the disclosing party after consultation with its outside legal counsel).

Section 6.08 FINANCING.

(a) Each of Parent and Merger Sub shall use its reasonable best efforts to take all actions and to do all things necessa
or advisable to consummate and obtain the Debt Financing on the terms and conditions (including the flex provisions) set f
Financing Agreements and any related Fee Letter, including using reasonable best efforts to seek to enforce its rights unde
Commitment Letters in the event of a material breach thereof by the Financing Sources thereunder, and shall not agree to a
amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Financing without the
written consent of the Company if such amendments, modifications or waivers could or could reasonably be expected to (i)
the aggregate amount of the Debt Financing below the amount required to consummate the Merger and repay or refinance
contemplated in this Agreement or the Debt Financing, (ii) impose new or additional conditions to the receipt of the Debt Fi
(iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement or (iv) adversely imp
ability of Parent or Merger Sub to enforce their rights against the other parties to the Debt Financing. For purposes of clarif
the foregoing shall not prohibit Parent from amending the Debt Commitment Letters and any related Fee Letter solely to ad
additional lender(s), lead arrangers, bookrunners, syndication agents or similar entities (and Affiliates of such additional len
lead arrangers, bookrunners, syndication agents or similar entities) as a party thereto. Any reference in this Agreement to (x
Financing" shall include the financing contemplated by the Financing Agreements as amended or modified in compliance w
Section 6.08(a) and (y) "Financing Agreements" or "Debt Commitment Letters" shall include such documents as amended
modified in compliance with this Section 6.08(a).

(b) Each of Parent and Merger Sub shall use its reasonable best efforts to take all actions and to do all things necessa
or advisable to consummate and obtain the Debt Financing on the terms and conditions set forth in the Financing Agreeme
including using reasonable best efforts (i) to maintain in effect the Financing Agreements in accordance with the terms and
to the conditions thereof, (ii) to satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub i
Debt Commitment Letters, (iii) to negotiate and enter into all definitive agreements with respect to the Debt Financing cont
by the Debt Commitment Letters on the terms and conditions (including the flex provisions) contained in the Debt Commitm
Letters and any related Fee Letter, (iv) to satisfy all conditions to such definitive agreements that are applicable to Parent an
Sub, subject to the satisfaction of the conditions precedent thereto, and consummate the Debt Financing at or prior to the
including using its reasonable best efforts to cause the Lenders and the other persons committing to fund the Debt Financi
(v) to comply with its obligations under the Financing Agreements. For the avoidance of doubt, Parent shall be responsible
provision of any post- Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments d
be incorporated into any pro forma financial information to be delivered by the Company pursuant to Section 6.09. Parent s
the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its

50
efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the
Company prompt written notice: (x) of any default or breach (or any event that, with or without notice, lapse of time or both
reasonably be expected to give rise to any default or breach) by any party to any Financing Agreement or definitive docume
to the Debt Financing of which Parent or its Subsidiaries becomes aware; (y) of the receipt of any written notice or other
communication from any person with respect to any (A) actual or potential default, breach, termination or repudiation by an
any Financing Agreement or any definitive document related to the Debt Financing of any provisions of the Financing Agree
any definitive document related to the Debt Financing or (B) material dispute or disagreement between or among any partie
Financing Agreement or any definitive document related to the Debt Financing; and (z) if for any reason Parent or Merger S
determined in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manne
the sources contemplated by the Financing Agreements. As soon as reasonably practicable after the date the Company de
Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the C
relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence.

(c) Subject to the terms and conditions of this Agreement, if any portion of the Debt Financing becomes unavailable o
terms and conditions (including the flex provisions) contemplated in one or more of the Financing Agreements, Parent shall
reasonable best efforts to arrange and obtain as promptly as reasonably practicable after the occurrence of such event alte
financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreemen
terms and conditions that are not materially less favorable, in the aggregate, to Parent and Merger Sub than those containe
Financing Agreements (including flex provisions therein) and that do not, in any case, involve any conditions to funding the
that are not contained in the Debt Commitment Letters and would not reasonably be expected to prevent, materially imped
materially delay the consummation of the financing or the transactions contemplated by this Agreement and in an amount a
equal to the Debt Financing or such unavailable portion thereof, as the case may be (the "Alternate Debt Financing"), and to
new financing commitment letter with respect to such Alternate Debt Financing (the "New Debt Commitment Letter") which
replace the existing Debt Commitment Letter, a true, complete and correct copy of which (together with any related Fee Le
be promptly provided (with only the fee amounts and certain economic terms of the market flex (none of which would adve
affect the amount or availability of the Alternative Debt Financing) redacted) to the Company; provided, however, that neith
nor Merger Sub shall be required to execute any New Debt Commitment Letter or arrange for such Alternate Debt Financing
terms and conditions (including flex provisions) which are materially less favorable (unless otherwise determined by Parent
discretion), in the aggregate, to Parent and Merger Sub than those included in the Debt Commitment Letters that such New
Commitment Letter is replacing. In furtherance and not in limitation of the foregoing, in the event that (x) all or any portion o
Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in Article
been satisfied or waived (other than those contained in Section 7.02(d) and Section 7.03(c)) and (z) any bridge financing, to
utilized in the event the placement of high yield securities in a comparable amount is not consummated, described in or
contemplated by the Debt Financing (or Alternative Debt Financing obtained in accordance with

51
this Section 6.08(c)) is available on terms and conditions described in or contemplated by the Debt Financing (or replacem
thereof in accordance with this Section 6.08(c)), then Parent shall consummate, or cause to be consummated, and shall us
cause to be used, the proceeds of such bridge financing (or such Alternative Debt Financing) to replace such high yield fina
the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the "Debt Financing" shall m
debt financing contemplated by the Debt Commitment Letters as modified pursuant to clause (ii) below, (ii) any reference in
Agreement to the "Financing Agreements" or the "Debt Commitment Letters" shall be deemed to include the Debt Commitm
Letters that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment
the extent then in effect, and (iii) any reference in this Agreement to a "Fee Letter" shall be deemed to include any fee letter
to the Debt Commitment Letters that are not superseded by a New Debt Commitment Letter at the time in question and the
Debt Commitment Letters to the extent then in effect. Without first obtaining the Company's prior written consent (which s
unreasonably withheld, conditioned or delayed), Parent shall not directly or indirectly take any action that would or would b
reasonably expected to result in the Debt Financing not being available.

(d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.08 shall
and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent
Sub to pay any material fees in excess of those contemplated by the Financing Agreements (whether to secure waiver of an
conditions contained therein or otherwise).

Section 6.09 FINANCING COOPERATION.

(a) Prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, and shall use its reasona
efforts to cause its Representatives and each of its Subsidiaries to, provide to Parent such reasonable cooperation, at Paren
expense, as may be reasonably requested by Parent to assist Parent in causing the conditions in the Debt Commitment Let
satisfied and such cooperation as is otherwise necessary and reasonably requested by Parent in connection with the Debt
the Revolver/Securitization Amendments and/or the Debt Payoff (for the avoidance of doubt, any references to the Debt Fin
this Section 6.09 shall include the issuance of the Opco Notes (as defined in the Debt Commitment Letter with Morgan Sta
Senior Funding, Inc.)), which cooperation shall consist of:

(i) using reasonable best efforts to cause its senior management to participate in a customary and reasonable nu
meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and to c
with the marketing efforts of Parent for all or any portion of the Debt Financing (including providing related documentation
materials reasonably requested by Parent, acting at the request of the Financing Sources, in connection with the foregoing
activities);

(ii) using reasonable best efforts to assist with obtaining the consents and amendments to the documentation fo
Existing Revolver and the Securitization Facility contemplated by the Debt Commitment Letter with Morgan Stanley Senior F
Inc. (the "Revolver/Securitization Amendments");

52
 (iii) using reasonable best efforts to assist with the preparation of a customary rating agency presentation, bank
information memoranda and bank syndication materials, offering documents, private placement memoranda and similar do
required in connection with the Debt Financing, including the syndication thereof; provided, however, that any such bank in
memoranda and bank syndication materials, offering documents, private placement memoranda and similar documents (x)
be issued by the Company or any of its Subsidiaries and (y) shall contain disclosure and pro forma financial statements refl
Surviving Corporation and/or its Subsidiaries as the obligor;

(iv) (A) using reasonable best efforts to furnish Parent and its Financing Sources as promptly as practicable with
(1) audited consolidated balance sheets and related statements of income, shareholders' equity and cash flows of the Com
its Subsidiaries, for fiscal year ended April 29, 2012 and, to the extent available and in any event if the Closing Date occurs
June 27, 2013, for fiscal year ended April 28, 2013, (2) unaudited consolidated balance sheets and related statements of inc
shareholders' equity and cash flows of the Company and its Subsidiaries, for each fiscal quarter ended after the date hereo
least forty (40) calendar days before the Closing Date; provided, however, that the filing by the Company of the required fin
statements specified in clauses (1) and (2) above in its Annual Report on Form 10-K or its Quarterly Report on Form 10-Q, a
applicable, within the time periods specified in clauses (1) and (2), will be deemed to satisfy the foregoing requirements wit
to the Company and its Subsidiaries for all purposes of this Agreement, and (B) to the extent reasonably required to consum
financing contemplated by the Debt Financing, using reasonable best efforts to furnish Parent and Merger Sub and their Fin
Sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, i
all financial statements and financial data of the type required by Regulation S-X (other than Item 3-10 of Regulation S-X, b
including summary guarantor/non-guarantor information of the type customarily included in offering documents used in pri
placements under Rule 144A of the Securities Act) and Regulation S-K promulgated under the Securities Act and of the typ
form customarily included in private placement memoranda relating to private placements under Rule 144A of the Securitie
otherwise necessary to receive from the Company's independent accountants customary "comfort" (including "negative as
comfort) (including, to the extent applicable with respect to such financial statements, the report of the Company's auditor
and related management discussion and analysis of financial condition and results of operations), to consummate the offer
debt securities contemplated by the Debt Financing at the time during the Company's fiscal year such offerings will be mad
(information (x) required to be delivered pursuant to clause (A) above and (y) to the extent required to consummate the fina
contemplated by the Debt Financing, required to be delivered pursuant to this clause (B), other than pro forma financial sta
which shall be prepared by Parent, the "Required Information");

(v) using reasonable best efforts to obtain customary comfort letters from the auditors of the Company upon com
of customary procedures in connection with the offering of the Opco Notes;

53
 (vi) using reasonable best efforts to assist Parent in obtaining corporate and facilities ratings for the Debt Financ

(vii) using reasonable best efforts to cooperate with Parent's efforts to obtain non-invasive environmental assess
consents, legal opinions, surveys and title insurance as reasonably requested by Parent;

(viii) reasonably cooperating to permit the prospective lenders involved in the Debt Financing to evaluate the Com
and its Subsidiaries' current assets, cash management and accounting systems, policies and procedures relating thereto fo
purpose of establishing collateral arrangements to the extent customary and reasonable;

(ix) taking all corporate actions reasonably requested by Parent to permit the consummation of the Debt Financi
the Revolver/Securitization Amendments, including executing and delivering any customary credit agreements and other lo
documentation, indentures, pledge and security agreements, joinder agreements and customary closing certificates on ter
are reasonably requested by Parent in connection with the Debt Financing and/or the Revolver/Securitization Amendments,
that neither the Company nor any of its Subsidiaries shall be required to enter into any such agreement prior to the Effectiv

(x) obtaining a certificate of the chief financial officer of the Company in the form set forth in Annex II to Exhibit E
Debt Commitment Letter with Morgan Stanley Senior Funding, Inc.;

(xi) requesting customary payoff letters, Lien terminations, collateral releases, mortgage terminations, control ag
terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in fu
Closing Date of all Indebtedness and Liens under the Existing Refinancing Debt Documents (the "Debt Payoff"), and provid
customary materials that facilitate the perfection or enforcement of Liens on the assets of the Company or any of its Subsid
pursuant to such agreements as may be reasonably requested (including original copies of all certificated securities (with t
powers executed in blank)); and

(xii) furnishing Parent and its Financing Sources promptly, and in any event at least five (5) Business Days prior to
Closing Date, with all documentation and other information required by Governmental Authorities with respect to the Debt F
under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act and th
applicable regulations of the Office of Foreign Assets Control (OFAC), the Foreign Corrupt Practices Act of 1977 and the Inv
Company Act of 1940;

provided, however, that, notwithstanding anything to the contrary contained in this Agreement (including this Section 6.09)
(A) nothing in this Agreement (including this Section 6.09) shall require any such cooperation to the extent that it would (1)
the Company or any of its Subsidiaries or Representatives, as applicable, to waive or amend any terms of this Agreement or
agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time, or incur any liability or gi
indemnities or otherwise commit to take any

54
action that is not contingent upon the Effective Time, (2) unreasonably interfere with the ongoing business or operations of
Company and its Subsidiaries, (3) require the Company to take any action that would subject it to actual or potential liability
any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-o
costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or any
foregoing prior to the Effective Time, or (4) require the Company or any of its Subsidiaries to take any action that will conflic
violate the Company's organizational documents or any Laws, (B) no action, liability or obligation of the Company or any of
Subsidiaries or any of their respective Representatives under any certificate, agreement, arrangement, document or instrum
relating to the Debt Financing shall be effective until the Effective Time, and (C) notwithstanding anything to the contrary, p
Closing, the Parties agree that any road shows, ratings agencies presentations, preparation of documents (including rating
presentation, bank information memoranda or other offer documents in connection with the Debt Financing) and provision
information with respect to the prospects and plans for the Company's business and operations, in each case under this cla
in connection with the Debt Financing remains, except with respect to the cooperation that the Company has agreed to pro
under this Section 6.09, the sole responsibility of Parent and Merger Sub and none of the Company or any of its Subsidiarie
of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect thereto or
required to provide any information or make any presentations with respect to capital structure, or the incurrence of the De
Financing or other pro forma information relating thereto or the manner in which Parent intends to operate, or cause to be o
the business of the Surviving Corporation and its Subsidiaries after the Closing.

(b) Parent shall promptly, upon request by the Company, reimburse the Company for all of its documented reasonable
pocket costs and expenses (including reasonable attorneys' fees) incurred by the Company, its Subsidiaries and their respe
Representatives in connection with any cooperation contemplated by this Section 6.09.

(c) The Company, its Affiliates and their respective officers, advisors and Representatives shall be indemnified and he
harmless by Parent and Merger Sub for and against any and all liabilities, losses, damages, claims, costs, expenses, interes
judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing, the Debt
and/or the provision of information utilized in connection therewith to the fullest extent permitted by applicable Law.

(d) The Company hereby consents to the use of its and its Subsidiaries' trademarks, service marks or logos in connec
the Debt Financing; provided that such trademarks, service marks or logos are used solely in a manner that is not intended
reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company
its Subsidiaries or any of their respective Intellectual Property rights.

(e) Parent and Merger Sub acknowledge and agree that the obtaining of the Debt Financing, or any alternative financin
a condition to the Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irr
and independently of the availability of the Debt Financing or any alternative financing, subject to fulfillment or waiver of the
conditions set forth in Article VII.

55
 Section 6.10 CHANGE OF CONTROL OFFER; CREDIT FACILITIES.

(a) Change of Control Offer. At the option of Parent, either (i) Parent or (ii) the Company, as soon as reasonably prac
after the receipt of any written request by Parent to do so, shall use their respective commercially reasonable efforts to com
Change of Control Offer (as defined in the indenture governing the 2022 Notes) to purchase any or all of the outstanding a
principal amount of the 2022 Notes at a purchase price of 101% plus accrued and unpaid interest, if any, to the date of repu
pursuant to Section 3.09(i) of the indenture governing the 2022 Notes (the "Change of Control Offer") and the Party comm
such Change of Control Offer shall reasonably assist the other Party in connection therewith; provided, however, that the C
counsel shall concurrently with the Closing provide such legal opinions as may be reasonably requested by Parent that are
customary or necessary in connection with the Change of Control Offer; provided further, that the Party conducting the Ch
Control Offer shall do so in compliance with the indenture governing the 2022 Notes and the rules and regulations of the SE
including Rule 14e-1 under the Exchange Act. Notwithstanding the foregoing, the closing of the Change of Control Offer sh
conditioned on the occurrence of the Closing, and the parties shall use their respective commercially reasonable efforts to
Change of Control Offer to close on the Closing Date. Subject to the preceding sentence, the Company shall provide, and s
its Subsidiaries to, and shall direct their respective Representatives to, provide all cooperation reasonably requested by Par
connection with the Change of Control Offer, including using commercially reasonable efforts in assisting with the preparat
offer to purchase and letter of transmittal. The Company (i) shall make any change to the Change of Control Offer, in each c
may be reasonably requested by Parent, and (ii) shall not, without the written consent of Parent, make any material change
Change of Control Offer. The Party conducting the Change of Control Offer agrees to provide the other Parties and their co
reasonable opportunity to review and comment on the Change of Control Offer documents prior to the distribution thereof
holders of the 2022 Notes, and such Party shall give reasonable consideration to any comments made by the other Parties
counsel. Each of the Company, Parent and Merger Sub agrees to promptly correct any information provided by it for use in
Change of Control Offer documents if and to the extent that such information shall have become false or misleading in any
respect or as otherwise required by applicable Law. The Party conducting the Change of Control Offer shall use commercia
reasonable efforts to take all steps necessary to cause the Change of Control Offer documents, as so corrected, to be diss
to the holders of the 2022 Notes, as and to the extent required by applicable Law. Parent shall ensure that at the Effective T
Surviving Corporation has all funds necessary to pay for such 2022 Notes that have been properly tendered and not withdr
pursuant to the Change of Control Offer. Notwithstanding anything to the contrary in this Section 6.10, the Company shall n
obligated to consummate the Change of Control Offer unless the Merger has occurred or is occurring concurrently with the
consummation of the Change of Control Offer and sufficient funds are available from the Debt Financing or from Parent to p
consideration for the purchase of the 2022 Notes.

(b) Agents. The depositary, paying agent and any other agents retained in connection with the Change of Control Off
selected by Parent and shall be reasonably acceptable to the Company. The Company may enter into customary agreemen
such parties on terms and conditions reasonably acceptable to Parent.

56
 (c) Credit Facilities. On or prior to the third (3rd) Business Day prior to the Closing, the Company shall use its comme
reasonable efforts to arrange for the delivery to Parent of copies of payoff letters in customary form and substance, from th
administrative agent or other similar agents under any of the Existing Refinancing Debt Documents and the Securitization F
and for the release, effective upon and conditioned upon the Closing, of all Liens and other security over the Company's an
Subsidiaries' properties and assets securing its obligations under the Existing Refinancing Debt Documents or the Securitiz
Facility, as applicable, together with the return of any collateral in the possession of the applicable administrative agent or s
agent, at or as soon as practicable following the Closing. Parent shall ensure that at the Effective Time the Surviving Corpo
all funds necessary to pay the amounts contemplated by such payoff letters (unless such facilities are to remain outstandin
consent, where needed, of the counterparties to the Existing Refinancing Debt Documents and the Securitization Facility).

(d) Reimbursement of Costs. Parent (i) shall promptly, upon request by the Company, reimburse the Company for all
reasonable and documented out of pocket costs (including reasonable attorneys' fees and costs) incurred by the Company
Subsidiaries or their respective Representatives in connection with the actions of the Company and the Company Subsidiar
the Company Representatives contemplated by this Section 7.10, and (ii) acknowledges and agrees that the Company, its
Subsidiaries or their respective Representatives shall not incur any liability to any person prior to the Effective Time with res
any Change of Control Offer contemplated by this Section 7.10.

Section 6.11 SECTION 16 MATTERS. Prior to the Effective Time, the Company shall take all reasonable steps as may be
to cause any dispositions of Company equity securities (including derivative securities) in connection with this Agreement b
individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16
under the Exchange Act.

Section 6.12 ESCROW FOR PARENT TERMINATION FEE. As of the date hereof, Parent has deposited, or has caused to be d
an amount of cash equal to the Parent Termination Fee with Bank of China, New York Branch, as escrow agent ("Escrow Ag
collateral and security for the payment of the Parent Termination Fee, which amount shall be held by Escrow Agent until the
(a) the Effective Time, at which time the escrowed funds will be released to Parent, and (b) the date on which this Agreeme
terminated pursuant to Section 8.01, at which time, the escrowed funds will be released (i) to the Company, in accordance w
Section 8.03(d) or Section 8.03(e), as applicable, or (ii) to Parent if not otherwise released to the Company in accordance w
foregoing clause (i).

Section 6.13 OBLIGATIONS OF MERGER SUB. Parent shall take all action necessary to cause Merger Sub and the Survivin
Corporation to perform their respective obligations under this Agreement, the Debt Financing and any Alternative Debt Fina

57
 Section 6.14 NOTIFICATION OF CERTAIN MATTERS. The Company shall give prompt notice to Parent, and Parent shall give
notice to the Company, of (a) any notice or other communication received by such Party from any Governmental Authority i
connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of
person is or may be required in connection with the Merger, if the subject matter of such communication or the failure of su
to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent a
(b) any actions commenced or, to such Party's Knowledge, threatened against, relating to or involving or otherwise affectin
Party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby; provided, howeve
delivery of any notice pursuant to this Section 6.14 shall not (i) cure any breach of, or non-compliance with, any other provi
this Agreement or (ii) limit the remedies available to the Party receiving such notice. The Parties agree and acknowledge th
Company's, on the one hand, and Parent's on the other hand, compliance or failure of compliance with this Section 6.14 sha
taken into account for purposes of determining whether the condition referred to in Section 7.02(b) or Section 7.03(b), resp
shall have been satisfied.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each Party
the Merger shall be subject to the satisfaction (or waiver by the Party entitled to the benefit thereof, to the extent permitted
at or prior to the Effective Time of the following conditions:

(a) Shareholder Approval. The Shareholder Approval shall have been obtained.

(b) Governmental Approvals.

(i) Any waiting period (and extensions thereof) applicable to the transactions contemplated by the Agreement (in
the Merger) under the HSR Act shall have expired or been terminated and all applicable waiting periods and all consents an
approvals required under the Specified Foreign Merger Control Laws shall have expired or been obtained. For the avoidance
doubt, no filings or receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be re
under any Foreign Merger Control Laws (other than the Specified Foreign Merger Control Laws) shall constitute a condition
respective obligations of each Party to effect the Merger.

(ii) If review by CFIUS shall have concluded, the President of the United States of America shall not have taken a
block or prevent the consummation of the transactions contemplated by this Agreement and no requirements or conditions
mitigate any

58
national security concerns shall have been imposed, other than requirements or conditions that have not had, and would no
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, provided that, for pur
this Section 7.01(b)(ii) only, clauses (iii) and (iv) in the definition of "Company Material Adverse Effect" shall be inapplicable
(collectively, the "CFIUS Condition").

(c) No Injunctions or Other Restraints. No Governmental Authority shall have enacted, issued, promulgated, enforce
entered any Order that has been enforced in a U.S. court of competent jurisdiction, whether temporary, preliminary or perm
that makes illegal, enjoins or otherwise prohibits the consummation of any of the transactions contemplated by this Agreem
(including the Merger). For the avoidance of doubt, Order as used herein shall not include a determination by any Governm
Authority under any Antitrust Law to extend a waiting period or initiate an investigation.

Section 7.02 CONDITIONS TO OBLIGATION OF PARENT AND MERGER SUB TO EFFECT THE MERGER. The obligations of Parent a
Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver by Parent and Merger Sub, to the extent perm
Law) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. (i) Each of the representations and warranties of the Company set forth in clau
Section 3.07 (Absence of Certain Changes or Events) shall be true and correct in all respects on and as of the date hereof a
the Closing Date with the same force and effect as if made on and as of the Closing Date (except those representations and
warranties which address matters only as of a particular date, which shall remain true and correct as of such date); (ii) each
representations and warranties of the Company set forth in Section 3.03 (Capital Structure), Section 3.24 (State Takeover S
and Section 3.25 (Brokers and Other Advisors) shall be true and correct in all material respects on and as of the date hereo
of the Closing Date with the same force and effect as if made on and as of the Closing Date (except those representations
warranties which address matters only as of a particular date, which shall remain true and correct as of such date); and (iii)
the other representations and warranties of the Company set forth in this Agreement shall be true and correct on and as of
hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except those
representations and warranties which address matters only as of a particular date, which shall remain true and correct as o
date), except, with respect to this clause (iii), where the failure of such representations and warranties to be so true and co
(without regard to any qualifications or exceptions as to "materiality" or "Material Adverse Effect" set forth therein) would n
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, solely for p
of clause (ii) above, if one or more inaccuracies in Section 3.03 would be reasonably likely to cause the aggregate amount r
be paid by Parent or Merger Sub to consummate the Merger, refinance the Indebtedness of the Company, acquire, directly
indirectly all of the outstanding equity interests in the Company's Subsidiaries and pay all fees and expenses in connection
to increase by $10,000,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of clause (ii)
Section 7.02(a).

59
 (b) Performance of Obligations of the Company. The Company shall have performed or complied in all material resp
each of its obligations and covenants required to be performed or complied with by it under this Agreement at or prior to th

(c) No Material Adverse Effect. Since the date hereof, there shall not have occurred any change, effect, event, fact,
development, or occurrence that has had, or would reasonably be expected to have, a Company Material Adverse Effect.

(d) Certificate. Parent shall have received a certificate executed by the Chief Executive Officer or Chief Financial Offic
Company confirming that the conditions set forth in Section 7.02(a), Section 7.02(b), and Section 7.02(c) shall have been du
satisfied.

Section 7.03 CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE MERGER. The obligations of the Company to eff
Merger shall be subject to the satisfaction (or waiver by the Company, to the extent permitted by Law) at or prior to the Clo
the following additional conditions:

(a) Representations and Warranties. (i) The representations and warranties of Parent and Merger Sub set forth in
Section 4.12 (Solvency) shall be true and correct in all respects, in each case as of the Closing Date as though made on and
such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which ca
representation and warranty shall be true and correct as of such earlier date) and (ii) each of the other representations and
warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct on and as of the date hereof and
Closing Date with the same force and effect as if made on and as of the Closing Date (except those representations and wa
which address matters only as of a particular date, which shall remain true and correct as of such date), except where the f
such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to "ma
or "Parent Material Adverse Effect" set forth therein), individually or in the aggregate, has not had, and would not reasonab
expected to have, a Parent Material Adverse Effect.

(b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or
in all material respects with each of its obligations and covenants required to be performed or complied with by it under this
Agreement at or prior to the Closing.

(c) Certificate. The Company shall have received a certificate executed by the Chief Executive Officer of Parent confi
that the conditions set forth in Section 7.03(a) and Section 7.03(b) shall have been duly satisfied.

60
 ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.01 TERMINATION. This Agreement may be terminated at any time prior to the Effective Time, whether before
receipt of the Shareholder Approval:

(a) by mutual written consent of Parent and the Company;

(b) by either Parent or the Company if:

(i) the Effective Time shall not have occurred on or before November 29, 2013 (the "Outside Date"); provid
however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any Party if t
of the Effective Time to occur on or before the Outside Date is caused by a failure of such party to perform any of its obliga
under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of the failure o
Effective Time to occur on or before the Outside Date and such action or failure to perform constitutes a breach in a materi
of this Agreement;

(ii) a Governmental Authority shall have issued a final and non-appealable Order that is enforced in a U.S. court o
competent jurisdiction having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation o
Merger; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be availa
Party if the issuance of such final, non-appealable Order is primarily caused by a failure of such Party to perform or comply
of its obligations or covenants under this Agreement; and provided further, that the Party seeking to terminate this Agreem
pursuant to this Section 8.01(b)(ii) shall have complied with its obligations under Section 6.03 to prevent, oppose or remove
Order or other action; or

(iii) the Shareholder Approval shall not have been obtained at the Shareholders' Meeting duly convened therefor
adjournment or postponement thereof at which a vote on the adoption of this Agreement was taken;

(c) by Parent, if there shall be any breach or inaccuracy in any of the Company's representations or warranties set fort
Agreement or the Company has failed to perform any of its obligations or covenants set forth in this Agreement, which inac
breach or failure to perform (i) would result in the failure of any condition set forth in Section 7.01 and Section 7.02 to be sat
(other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable
satisfied at the Closing) and (ii) is not capable of being cured prior to the Outside Date; provided, however, that Parent shal
the right to terminate this Agreement pursuant to this Section 8.01(c) if Parent or Merger Sub is then in material breach of a
covenants or agreements contained in this Agreement;

(d) by the Company, if (i) there shall be any breach or inaccuracy in any of Parent's or Merger Sub's representations o
warranties set forth in this Agreement or (ii) Parent or Merger

61
Sub has failed to perform any of its obligations or covenants set forth in this Agreement, which inaccuracy, breach or failure
perform (x) would result in the failure of any condition set forth in Section 7.01 or Section 7.03 (other than those conditions
their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) to
satisfied and (y) is not capable of being cured prior to the Outside Date; provided, however, that the Company shall not hav
right to terminate this Agreement pursuant to this Section 8.01(d) if the Company is then in material breach of any of its cov
agreements contained in this Agreement;

(e) by Parent, if a Triggering Event shall have occurred; provided, however, that Parent shall not have the right to term
Agreement pursuant to this Section 8.01(e) if the Shareholder Approval shall have been obtained;

(f) by the Company, subject to compliance with Section 5.02(e), in order to accept a Superior Proposal and enter into
Acquisition Agreement providing for such Superior Proposal immediately following or concurrently with such termination; p
however, that payment of the Tier I Company Termination Fee or the Tier II Company Termination Fee, as applicable, pursua
Section 8.03(b) shall be a condition to the termination of this Agreement by the Company pursuant to this Section 8.01(f);

(g) by the Company, if (i) all of the conditions set forth in Section 7.01 and Section 7.02 have been satisfied (other than
conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied
Closing, and other than conditions the failure of which would otherwise give rise to the payment of a Parent Termination Fe
Marketing Period has ended, (iii) Parent shall not have received the proceeds of the Debt Financing and/or the Lenders sha
confirmed to Parent or Merger Sub that the Debt Financing will be available at the Closing in an amount sufficient to consum
Closing on the terms and conditions set forth in the Debt Commitment Letters, and (iv) Parent shall have failed to consumm
Merger by the time set forth in Section 1.02.

Section 8.02 EFFECT OF TERMINATION. Any Party terminating this Agreement pursuant to Section 8.01 shall give written
such termination to each other Party in accordance with this Agreement specifying the provision or provisions hereof pursu
which such termination is being effected. In the event of termination of this Agreement as provided in Section 8.01, this Agr
shall forthwith become null and void and of no effect without any liability or obligation on the part of any Party to this Agree
any Parent Related Party or Company Related Party); provided, however, that the provisions of the last sentence of Section
Section 6.09(b), Section 6.09(c), Section 6.10(d), this Article VIII, Article IX, and Article X shall survive such termination.
Notwithstanding anything herein to the contrary, no termination of this Agreement pursuant to Section 8.01 shall relieve any
from any liability or damages resulting from fraud or Willful Breach prior to such termination by any Party hereto; provided,
that no Party shall be entitled to recover incidental, special, or punitive damages.

62
 Section 8.03 TERMINATION FEES AND EXPENSES.

(a) If this Agreement is terminated (i) by Parent pursuant to Section 8.01(e) or (ii) by Parent or the Company pursuant
Section 8.01(b)(iii) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.01(e),
each case, the Company shall pay to Parent the Tier I Company Termination Fee by wire transfer of same-day funds within
two (2) Business Days following the date of such termination; provided, however, with respect to clause (i) above, if the Co
shall have approved an Acquisition Proposal with a Qualified Pre-Existing Bidder and shall have terminated this Agreement
entered into an Acquisition Agreement with such Qualified Pre-Existing Bidder prior to the Pre-Existing Bid End Date, then t
Company shall pay to Parent the Tier II Company Termination Fee in lieu of, and not in addition to, the Tier I Company Termi
Fee.

(b) If this Agreement is terminated by the Company pursuant to Section 8.01(f), to accept a Superior Proposal, (i) on o
the Pre-Existing Bid End Date, from any Qualified Pre-Existing Bidder, then the Company shall pay Parent the Tier II Compa
Termination Fee or (ii) (A) on or after the date hereof, from any person (other than a Qualified Pre-Existing Bidder) or (B) aft
Pre-Existing Bid End Date, from a Qualified Pre-Existing Bidder, then the Company shall pay Parent the Tier I Company Term
Fee, in each case by wire transfer of same-day funds, concurrently with, and as a condition to the effectiveness of, such te

(c) If (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 8.01(b)(i) or Section 8.01(b)(ii
(B) by Parent pursuant to Section 8.01(c), and (ii) (A) at any time after the date hereof and prior to such termination, an Acq
Proposal shall have been made or communicated to the senior management of the Company or the Company Board or sha
been publicly announced or publicly made known to the shareholders of the Company, and (B) within nine (9) months after
termination, the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal which is la
consummated, or, within 12 months after such termination, any Acquisition Proposal shall have been consummated (in each
whether or not such Acquisition Proposal is the same as the original Acquisition Proposal made, communicated, publicly ma
known or publicly announced), then, in any such event, the Company shall pay to Parent the Tier I Company Termination Fe
transfer of same-day funds within two (2) Business Days following the date the Company consummates such Acquisition P
provided that for purposes of this clause (B) the references to "25%" in the definition of "Acquisition Proposal" shall be dee
references to "50%".

(d) If this Agreement is terminated pursuant to Section 8.01 (other than (i) by Parent or the Company pursuant to
Section 8.01(a), (ii) by Parent pursuant to Section 8.01(c) or Section 8.01(e), (iii) by Parent or the Company pursuant to
Section 8.01(b)(iii) following any time at which Parent was entitled to terminate this Agreement pursuant to Section 8.01(e),
the Company pursuant to Section 8.01(f)) and a Willful Breach by Parent or Merger Sub is the primary cause of the failure o
Closing to occur, then Parent shall pay to the Company the Parent Termination Fee by wire transfer of same-day funds with
two (2) Business Days following the date of such termination.

63
 (e) If this Agreement is terminated (i) by Parent or the Company pursuant to Section 8.01(b)(ii) and the primary cause
a final and non-appealable Order relating to Antitrust Law, (ii) by Parent or the Company pursuant to Section 8.01(b)(i) and
primary cause therefor is the failure of any Regulatory Condition (other than the CFIUS Condition) to be satisfied or (iii) by t
Company pursuant to Section 8.01(d) and the primary cause therefor or result thereof is the failure of any Regulatory Cond
(other than the CFIUS Condition) to be satisfied, then, in each case, Parent shall pay to the Company the Parent Terminatio
wire transfer of same-day funds within two (2) Business Days following the date of such termination; provided, however, th
case of each of clauses (ii) and (iii) above, Parent shall not be obligated to pay the Parent Termination Fee if (A) Parent has
any unsatisfied Regulatory Condition (other than U.S. Antitrust Laws) and (B) the Company has declined to waive such Reg
Condition (other than U.S. Antitrust Laws) after receiving Parent's request for such waiver; and provided further, that, in the
each of clauses (i), (ii) and (iii) above, it shall not be a defense to a finding of "primary cause" that there may be another cau
termination arising from circumstances that would also give rise to the payment of a Parent Termination Fee.

(f) If this Agreement is terminated by the Company pursuant to Section 8.01(g), then Parent shall pay to the Company
Parent Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of such termina

(g) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 8.03 are
integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Compan
Parent would have entered into this Agreement; accordingly, if the Company or Parent, as the case may be, fails promptly to
fee due pursuant to this Section 8.03, and, in order to obtain such payment, Parent or the Company makes a claim against
party that results in a judgment against such other party, the Company or Parent, as the case may be, shall pay to the other
costs and expenses (including attorneys' fees and expenses) in connection with such claim, together with interest on the a
the applicable fee from the date such payment was required to be made until the date of payment at the prime lending rate
published in The Wall Street Journal in effect on the date such payment was required to be made.

(h) The Parties agree that in no event shall (i) the Company be required to pay the Tier I Company Termination Fee or
Company Termination Fee on more than one occasion or (ii) Parent be required to pay the Parent Termination Fee on more
occasion. Each of the Parties hereto acknowledges that neither the Tier I Company Termination Fee, Tier II Company Termin
nor the Parent Termination Fee is a penalty, but rather are liquidated damages in a reasonable amount that will compensate
and the Company, respectively, in the circumstances in which such fee is due and payable and which do not involve Willful
for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this
Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would oth
impossible to calculate with precision.

(i) Notwithstanding anything to the contrary set forth in this Agreement, except in the case of fraud or Willful Breach b
or Merger Sub, in any circumstance in which the Company receives payment of the Parent Termination Fee pursuant to
Section 8.03(e) or Section 8.03(f),

64
the Parent Termination Fee shall, subject to Section 8.02 and Section 10.10, constitute the sole and exclusive remedy of the
Company, any of its Subsidiaries or any Company Related Party against Parent, Merger Sub and any Parent Related Party fo
losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consumma
a breach or failure to perform hereunder or otherwise arising out of, or directly or indirectly relating to, this Agreement, the
Agreements, the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or there
upon payment of such amount, none of Parent, Merger Sub or any Parent Related Party shall have any further liability or ob
the Company, any of its Subsidiaries or any Company Related Party relating to or arising out of this Agreement, the Financin
Agreements, the transactions contemplated hereby or thereby or in respect of any other document, theory of law or equity
representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise. Except as
expressly provided in the immediately preceding sentence, following the payment of the Parent Termination Fee (A) none o
Company, any of its Subsidiaries or any Company Related Party shall be entitled to bring, maintain or support any Legal Pro
against Parent, Merger Sub or any Parent Related Party arising out of or in connection with this Agreement, the Financing
Agreements, the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or there
abandonment or termination thereof) or any matters forming the basis for such termination, and (B) the Company shall use
reasonable best efforts to cause any Legal Proceedings pending in connection with this Agreement, the Financing Agreeme
negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby, to the extent
maintained by the Company, any of its Subsidiaries or any Company Related Party against Parent, Merger Sub or any Paren
Party to be dismissed with prejudice promptly.

(j) Notwithstanding anything to the contrary set forth in this Agreement, in any circumstance in which Parent receives
of the Company Termination Fee pursuant to pursuant to Section 8.03(a), Section 8.03(b), or Section 8.03(c), the Company
Termination Fee shall, subject to Section 8.02 and Section 10.10, constitute the sole and exclusive remedy of Parent and Me
against the Company, any of its Subsidiaries and any Company Related Party for all losses and damages suffered as a resul
failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereun
otherwise, and upon payment of such amount, neither the Company nor any of its Subsidiaries or any Company Related Pa
have any further liability or obligation to Parent, Merger Sub or any Parent Related Party relating to or arising out of this Agr
the transactions contemplated hereby or in respect of any other document, theory of law or equity or oral representations m
alleged to be made in connection herewith or therewith, in contract, in tort or otherwise.

Section 8.04 AMENDMENT. This Agreement may be amended by the Parties at any time prior to the Effective Time, wh
before or after the Shareholder Approval shall have been obtained; provided, however, that after the Shareholder Approval
obtained, there shall be made no amendment that by Law requires further approval by the shareholders of the Company wi
such approval having been obtained. Notwithstanding anything to the contrary contained herein, Sections 10.05, 10.08(a), 1
and 10.09 and this Section 8.04 (and any provision of this Agreement to the extent an amendment, supplement, waiver or
modification of such provision would modify the substance

65
of any of the foregoing provisions in a manner that is materially adverse to a Financing Source) may not be amended, suppl
waived or otherwise modified in a manner that is materially adverse to a Financing Source without the prior written consent
Financing Source, which shall not be unreasonably withheld, conditioned or delayed. This Agreement may not be amended
an instrument in writing signed on behalf of each of the Parties

Section 8.05 EXTENSION; WAIVER. At any time prior to the Effective Time, the Parties may (a) extend the time for the
performance of any of the obligations or other acts of the other Parties, (b) to the extent permitted by Law, waive any inacc
the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) subject to the pro
the first sentence of Section 8.04 and only to the extent permitted by Law, waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set f
instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights un
Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE IX

INTERPRETATION

Section 9.01 CERTAIN DEFINITIONS. For purposes of this Agreement:

"2022 Notes" means the 6.625% senior unsecured notes due 2022 issued pursuant to the Third Supplemental Indent
between the Company and U.S. Bank National Association, as trustee, dated as of August 1, 2012.

"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement (i) with terms no less favorab
Company in the aggregate, as determined by the Company in good faith than those contained in the Confidentiality Agreem
provided that such confidentiality and standstill agreement shall expressly not prohibit, or adversely affect the rights of the
thereunder upon, compliance by the Company with any provision of this Agreement and shall not provide for reimbursemen
Company of any fees, costs or expenses, it being understood that the Company may enter into a confidentiality agreement
standstill provision or with a standstill provision less favorable to the Company in the aggregate, as determined by the Com
good faith, if it waives or modifies the standstill provision in the Confidentiality Agreement to be substantially similar in the a
as determined by the Company in good faith or (ii) that is in effect as of the date hereof.

"Account" shall have the meaning given to such term in the ESPP.

"Acquisition Agreement" means any merger agreement, acquisition agreement or other similar definitive agreement re
any Acquisition Proposal, other than any Acceptable Confidentiality Agreement referred to in Section 5.02(b).

"Acquisition Proposal" means any inquiry, bid, proposal or offer from any person or "group" (as defined in the Exchang
the rules promulgated thereunder) (other than from

66
Parent or any of its Affiliates) providing for (a) any direct or indirect acquisition or purchase, in a single transaction or a serie
related transactions, of (i) in excess of 25% (based on the fair market value, as determined in good faith by the Company B
the assets (including capital stock of the Subsidiaries of the Company) of the Company and its Subsidiaries, taken as a who
(A) shares of Company Common Stock, which together with any other shares of Company Common Stock beneficially own
such person or group, would equal in excess of 25% of the outstanding shares of Company Common Stock, or (B) in exces
of the total voting power of the equity securities of the Company, taken as a whole, (b) any tender offer or exchange offer t
consummated, would result in any person or group owning, directly or indirectly, in excess of 25% of the outstanding share
Company Common Stock or in excess of 25% of the total voting power of the equity securities of the Company, taken as a w
(c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or sim
transaction involving the Company or any of its Subsidiaries pursuant to which any person or group other than the Compan
shareholders of any such person) would own, directly or indirectly, in excess of 25% of the aggregate voting power of the C
or of the surviving entity in a merger of the Company or the resulting direct or indirect parent of the Company or such survi
entity or in excess of 25% (based on the fair market value, as determined in good faith by the Company Board) of the asset
(including capital stock of the Subsidiaries of the Company) of the Company and its Subsidiaries, taken as a whole.

"Affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls
controlled by, or is under common control with, such first person.

"Agreement" has the meaning set forth in the Preamble.

"Alternate Debt Financing" has the meaning set forth in Section 6.08(c).

"Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade
Commission Act, as amended, any Foreign Merger Control Law and all other federal, state and foreign, if any, statutes, rules
regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit,
regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through me
acquisition (it being understood that "Antitrust Law" specifically excludes Exon-Florio and any other laws related to CFIUS).

"Articles of Merger" has the meaning set forth in Section 1.03.

"Bankruptcy and Equity Exception" has the meaning set forth in Section 3.04.

"Barclays" has the meaning set forth in Section 3.25.

"Book Entry Shares" has the meaning set forth in Section 2.03(b).

"Business Day" means any day except a Saturday, a Sunday or any other day on which commercial banks are required
authorized to close in the City of New York.

"Capitalization Date" has the meaning set forth in Section 3.03(a).

67
 "CFIUS" means the Committee on Foreign Investment in the United States.

"CFIUS Condition" has the meaning set forth in Section 7.01(b)(ii).

"Change in Company Board Recommendation" has the meaning set forth in Section 5.02(d).

"Change of Control Offer" has the meaning set forth in Section 6.10(a).

"Closing" has the meaning set forth in Section 1.02.

"Closing Date" has the meaning set forth in Section 1.02.

"Code" means Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder.

"Collective Bargaining Agreement" has the meaning set forth in Section 3.09(a)(iii).

"Company" has the meaning set forth in the Preamble.

"Company 401(k) Plans" mean, collectively, the Company Bargaining 401(k) Plan, the Company 401(k) Plan and the Jo
Morrell & Co. 401(k) Savings Plan.

"Company Articles of Incorporation" has the meaning set forth in Section 1.05(a).

"Company Balance Sheet" has the meaning set forth in Section 3.06(e).

"Company Balance Sheet Date" has the meaning set forth in Section 3.06(e).

"Company Benefit Plans" has the meaning set forth in Section 3.12(a).

"Company Board" has the meaning set forth in the Recitals.

"Company Board Recommendation" has the meaning set forth in Section 3.04.

"Company Bylaws" has the meaning set forth in Section 1.05(b).

"Company Charter Documents" has the meaning set forth in Section 3.02.

"Company Common Stock" means the common stock, par value $0.50 per share, of the Company.

"Company Contract" means any Contract: (a) to which the Company or any of its Subsidiaries is a party; (b) by which
Company or any of its Subsidiaries or any asset of any of the Company or its Subsidiaries is or may become bound or unde
the Company or any of its Subsidiaries has, or may become subject to, any obligation; or (c) under which the Company or a
Subsidiaries has or may acquire any right or interest.

68
 "Company Equity Awards" means, collectively, all Company Stock Options, Company PSUs, Deferred Units, Deferred S
Accounts and Accounts granted under any Company Stock Plan.

"Company Intellectual Property" has the meaning set forth in Section 3.15(a).

"Company Leases" has the meaning set forth in Section 3.14(b).

"Company Material Adverse Effect" means any change, effect, event, fact, development, or occurrence that individual
the aggregate, with all other changes, effects, events, facts, developments, or occurrences, has had or would reasonably b
expected to have a material adverse effect on (a) the business, condition (financial or otherwise), assets, liabilities or result
operations of the Company and its Subsidiaries, taken as a whole; provided, however, that no facts, circumstances, events,
effects or occurrences relating to, arising out of or in connection with or resulting from any of the following shall be deemed
alone or in combination, to constitute or contribute to a Company Material Adverse Effect: any change, effect, event or occ
arising out of or resulting from (i) general economic, credit, capital or financial markets or political conditions in the United S
elsewhere in the world, including with respect to interest rates or currency exchange rates, (ii) general changes or developm
the industries in which the Company or its Subsidiaries operate, (iii) the execution and delivery of this Agreement or the pub
announcement, pendency, performance or consummation of the Merger or other transactions contemplated hereby, (iv) an
required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the
consummation of the Merger, (v) any hurricane, tornado, earthquake, flood, natural disaster, act of God or other comparabl
or any outbreak or escalation of hostilities, acts of war (whether or not declared), military actions or any act of sabotage or
(vi) any change in applicable Law or GAAP (or authoritative interpretation or enforcement thereof) which is proposed, appro
enacted on or after the date hereof, (vii) the failure, in and of itself, of the Company to meet any internal or published projec
forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or afte
date hereof, or changes after the date hereof in the market price or trading volume of the Company Common Stock (it bein
understood that the underlying facts giving rise or contributing to such change may be taken into account in determining w
there has been a Company Material Adverse Effect), or (viii) any action taken by the Company or its Subsidiaries at Parent's
request, except in the cases of clauses (i), (ii), (v), or (vi), to the extent that the Company and its Subsidiaries, taken as a w
materially disproportionately affected thereby as compared with other participants in the industries in which the Company
Subsidiaries primarily operate (in which case the incremental materially disproportionate impact or impacts may be taken in
account in determining whether there has been, or is reasonably expected to be, a Company Material Adverse Effect).

"Company Pension Plan" means a Company Benefit Plan that is a "pension plan" (as defined in Section 3(2) of ERISA)
subject to Section 412 or Section 430 of the Code or Title IV of ERISA.

"Company Preferred Stock" has the meaning set forth in Section 3.03(a).

69
 "Company PSUs" has the meaning set forth in Section 2.04(b).

"Company Related Party" means the respective, direct or indirect, former, current or future, officers, directors, partne
shareholders, managers, members or Affiliates of each of the Company and any of its Subsidiaries.

"Company Returns" has the meaning set forth in Section 3.13(a)(i).

"Company SEC Documents" has the meaning set forth in Section 3.06(a).

"Company Securities" has the meaning set forth in Section 3.03(b).

"Company Senior Management" has the meaning set forth in Section 4.10.

"Company Stock Certificate" has the meaning set forth in Section 2.03(b).

"Company Stock Options" has the meaning set forth in Section 3.03(a).

"Company Stock Plans" means the Company's 2008 Incentive Compensation Plan, as amended, 1999 Equity Incentive
2005 long Term Incentive Plan, 2005 Non-Employee Directors Stock Incentive Plan, 2004 Non-Employee Director Deferral
1998 Stock Incentive Plan and the ESPP, and any applicable award agreements thereunder (including any PSU Agreement).

"Company Warrants" means those warrants to purchase shares of Company Common Stock issued pursuant to the fo
(a) Master Terms and Conditions for Warrants, dated as of July 1, 2008, issued by the Company to Citibank, N.A.; (b) Maste
and Conditions for Warrants, dated as of July 1, 2008, issued by the Company to Goldman, Sachs & Co.; (c) Master Terms a
Conditions for Warrants, dated as of July 1, 2008, issued by the Company to JPMorgan Chase Bank, National Association, L
Branch; (d) Confirmation for Warrants, dated as of July 1, 2008, issued by the Company to Citibank, N.A.; (e) Confirmation
Warrants, dated as of July 1, 2008, issued by the Company to Goldman, Sachs & Co.; (f) Confirmation for Warrants, dated a
July 1, 2008, issued by the Company to JPMorgan Chase Bank, National Association, London Branch.

"Compliant" means, with respect to the Required Information (other than projections, interpretations, forward-looking
information and information of a general economic or industry-specific nature), that (i) such Required Information does not
any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Informa
materially misleading in light of the circumstances under which such Required Information was provided, (ii) such Required
Information is, and remains throughout the Marketing Period, compliant in all material respects with all applicable requireme
Regulation S-K and Regulation S-X under the Securities Act for offerings of debt securities on a registration statement on F
(other than such provisions (including, for the avoidance of doubt, the information requirements of Regulation S-X Rule 3-1
Regulation S-X Rule 3-16 and Item 402 of Regulation S-K) for which compliance is not customary in a Rule 144A offering of
yield debt securities), (iii) the Company's auditors have delivered drafts of customary comfort letters as reasonably required
Financing Sources, including, without limitation,

70
customary "negative assurance" comfort with respect to periods following the end of the latest fiscal year or fiscal quarter
historical financial statements are included in such Required Information, and such auditors have confirmed they are prepar
issue any such comfort letters upon any pricing date occurring during, or on the next Business Day after, the Marketing Per
(iv) the financial statements and other financial information included in such Required Information (which, for the avoidance
shall not be required to include information required by Regulation S-X Rule 3-10, Regulation S-X Rule 3-16 or Item 402 of R
S-K) are, and remain throughout the Marketing Period, reasonably sufficient to permit the Financing Sources to receive the
letters contemplated by clause (iii) above on any day during, and on the next Business Day after, the Marketing Period.

"Confidentiality Agreement" has the meaning set forth in Section 6.02.

"constructive owner" with respect to any shares of Common Stock means a person who has a Synthetic Long Position
defined below), calculated in the manner set forth below. The number of shares of Company Common Stock in respect of a
Long Position that shall be deemed to be "constructively owned" is the number of shares of Company Common Stock in re
such Synthetic Long Position that is specified (whether expressly or indirectly) in a filing by such person or any of such per
Affiliates or associates with the SEC or equivalent non-U.S. Governmental Authority or in the documentation evidencing suc
Synthetic Long Position as the basis upon which the value or settlement amount of such right or derivative, or the opportun
holder of such right or derivative to profit or share in any profit, is to be calculated in whole or in part. For purposes hereof,
"Synthetic Long Position" means any option, warrant, convertible security, stock appreciation right, swap agreement or oth
security, contract right or derivative position, whether or not presently exercisable, that has an exercise or conversion privil
settlement payment or mechanism at a price related to the value of Company Common Stock or a value determined in who
part with reference to, or derived in whole or in part from, the value of Company Common Stock and that increases in value
value of Company Common Stock increases or that provides to the holder an opportunity, directly or indirectly, to profit or s
any profit derived from any increase in the value of Company Common Stock, in any case without regard to whether (i) suc
derivative conveys any voting rights in such securities to such person or any of such person's Affiliates or associates, (ii) su
derivative is required to be, or capable of being, settled through delivery of such securities, or (iii) such person or any of its
or associates may have entered into other transactions that hedge the economic effect of such derivative; provided that a "
Long Position" shall not include any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the
Rules and Regulations under the Exchange Act.

"Continuing Employees" has the meaning set forth in Section 6.05(a).

"Contract" means any contract, lease, Guaranteed Obligation, permit, authorization, indenture, note, bond, mortgage,
or other agreement or instrument, commitment, obligation or binding arrangement with respect to which there are continui
liabilities or obligations, whether oral or in writing.

71
 "Convertible Notes" means the Company's 4% senior unsecured convertible notes due 2013 issued pursuant to that c
Second Supplemental Indenture to the Base Indenture, dated as of July 8, 2008, by and between the Company and U.S. Ba
National Association, as trustee.

"Convertible Note Hedges" means the (i) Confirmation for Convertible Bond Hedging Transaction, dated July 1, 2008,
Citibank, N.A. and the Company, (ii) Confirmation for Convertible Bond Hedging Transaction, dated July 1, 2008, between G
Sachs & Co. and the Company and (iii) Confirmation for Convertible Bond Hedging Transaction, dated July 1, 2008, betwee
JPMorgan Chase Bank, National Association, London Branch and the Company.

"Debt Commitment Letters" has the meaning set forth in Section 4.04.

"Debt Financing" has the meaning set forth in Section 4.04.

"Debt Payoff" has the meaning set forth in Section 6.09(a)(x).

"Deferred Stock Account" shall have the meaning given to such term in the 2005 Non-Employee Directors Stock Incen

"Deferred Unit" shall have the meaning given to such term in the applicable Company Stock Plan.

"Disclosure Schedule" means the disclosure schedule delivered by the Company to Parent and Merger Sub on the dat

"DOJ" has the meaning set forth in Section 6.03(b).

"Effective Time" has the meaning set forth in Section 1.03.

"Employee" means any employee of the Company or any of its Subsidiaries, and shall include current, former, or retire
employees except as specified in context.

"Environmental Approval" means any Governmental Authorization required under applicable Environmental Law with re
the business and assets of the Company and its Subsidiaries.

"Environmental Claims" means any administrative or judicial actions, suits, Orders, claims, proceedings or written noti
noncompliance by or from any Governmental Authority or any other person alleging liability arising out of the Release of any
Hazardous Material or the failure to comply with any Environmental Law or any Governmental Authorization issued thereund

"Environmental Law" means any Law relating to pollution or protection of the environment or natural resources or hum
exposure to Hazardous Materials.

"Equity Award Amounts" means, collectively, all amounts payable pursuant to Section 2.04.

72
 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issu
thereunder.

"ESPP" means the Company's Executive Stock Purchase Plan.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.

"Exchange Fund" has the meaning set forth in Section 2.03(a).

"Existing International Credit Facilities" means (i) the Credit Facility Agreement dated as of April 9, 2010, by and betwe
Rabobank Polska S.A. and certain subsidiaries of the Company, as amended, (ii) the Overdraft Agreement dated as of Sept
2005, by and between BRE Bank Spolka Akcyjna and certain subsidiaries of the Company, as amended, (iii) the Loan Agree
dated as of May 23, 2003, by and between Bank Przemyslowo and certain subsidiaries of the Company, as amended, (iv) th
Overdraft Facility Agreement dated as of September 5, 2012 between HSBC Bank Polska S.A. and a subsidiary of the Comp
amended, (v) the Framework Agreement dated as of September 30, 2005 between certain subsidiaries of the Company an
Bank Slaski S.A., as amended, (vi) the Overdraft Loan Agreement dated as of July 23, 2012 between a subsidiary of the Com
and Bank Zachodni WBK Spolka Akcynja, as amended, (vii) the Loan Agreement dated as of August 20, 2012 between a su
the Company and ING Bank Slaski S.A., as amended, (viii) the Term Loan Agreement dated as of July 11, 2005 between Ban
Kasa Opieki S.A. and a subsidiary of the Company, as amended, (ix) the Investment Loan Agreement dated as of August 30
between Bank Zachodni WBK Spolka Akcinja and a subsidiary of the Company, as amended, (x) the Loan Agreement dated
May 12, 2005 between ING Lease (Polska) Sp. z o.o. and a subsidiary of the Company, as amended and (xi) the term loan a
working capital credit facility between S.G. Transfrigotren International S.A. and BRD-Groupe Societe Generale dated as of
2007, as amended.

"Existing Refinancing Debt Documents" means (i) the Amended and Restated Term Loan Agreement dated as of Augu
2012 among the Company, the subsidiary guarantors and lenders from time to time party thereto and Coöperatieve Central
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch, as administrative agent, as amended, (ii) the Te
Agreement dated as of February 4, 2013 between the Company and Bank of America, N.A. as lender and administrative age
amended, (iii) the Existing Revolver, (iv) the Securitization Facility and (v) the Existing International Credit Facilities.

"Existing Revolver" means the Second Amended and Restated Credit Agreement dated as of June 9, 2011, by and amo
Company, the subsidiary guarantors and lenders from time to time party thereto, Coöperatieve Centrale Raiffeisen-Boerenl
B.A., "Rabobank Nederland," New York Branch, as administrative agent and joint lead arranger and the other financial institu
party thereto, as amended.

"Existing Share Repurchase Programs" means the share repurchase program approved by the Company Board in June
the share repurchase program approved by the Company Board in June 2012.

73
 "Exon-Florio" has the meaning set forth in Section 3.05(b).

"Fairness Opinion" has the meaning set forth in Section 3.26.

"FCPA" has the meaning set forth in Section 3.21(a).

"Fee Letter" means any fee letter entered into in connection with the Debt Commitment Letters.

"Financing Agreements" has the meaning set forth in Section 4.04.

"Financing Sources" means the entities (including the Lenders and their respective Affiliates) that have committed to
otherwise entered into agreements in connection with the Debt Financing or Alternative Debt Financing in connection with
transactions contemplated hereby, including the lead arranger or arranger or any of the parties to the Debt Commitment Le
any joinder agreements or credit agreements relating thereto.

"Foreign Benefit Plan" means each agreement, plan or arrangement that would, if maintained primarily for the benefit
individuals regularly employed inside the United States, constitute a Company Benefit Plan, that is instead maintained prima
the benefit of individuals regularly employed outside of the United States.

"Foreign Merger Control Law" has the meaning set forth in Section 3.05(b).

"FTC" has the meaning set forth in Section 6.03(b).

"GAAP" means United States generally accepted accounting principles.

"Governmental Authority" means any: (a) country, nation, state, commonwealth, province, territory, county, municipali
or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or q
governmental authority of any nature (including any governmental division, department, agency, commission, instrumentali
organization, unit, body or entity and any court or other tribunal.

"Governmental Authorization" means any: (a) permit, license, certificate, franchise, permission, variance, clearance,
registration, qualification or authorization issued, granted given or otherwise made available by or under the authority of an
Governmental Authority or pursuant to any Law; or (b) right under any Contract with any Governmental Authority.

"Government Official" includes any officer or employee of any government or public international organization, or any
department or agency of such a government or organization; any officer or employee of a government-owned or controlled
company; any political party; any political party official; any candidate for public office; or anyone acting in an official capac
behalf of any of the foregoing.

"Guaranteed Obligations" means any obligation of any other person that is guaranteed by the Company or any of its
Subsidiaries, whether such obligations relate to financial or performance guarantees of any nature, guarantees of lease
commitments or otherwise, and regardless of whether such obligations or guarantees are consolidated or unconsolidated w
otherwise reflected in, the financial statements of the Company or the footnotes thereto.

74
 "Hazardous Materials" means any materials or wastes that are listed or defined in relevant form, quantity, concentratio
condition as hazardous substances, hazardous wastes, hazardous materials, extremely hazardous substances, toxic substa
pollutants, contaminants or terms of similar import under any applicable Environmental Law.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promu
thereunder.

"Indebtedness" of any person means, without duplication: (a) all obligations of such person for borrowed money and a
obligations of such person evidenced by a note, bond, debenture, mortgage, debt security or similar instrument; (b) all obli
contingent or otherwise, relative to the face amount of all letters of credit, bonds (including surety bonds) and similar obliga
whether or not drawn, and banker's acceptances issued for the account of such person; (c) all obligations of such person a
under leases which have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities; (d) all obliga
such person in the nature of overdrafts; (e) net liabilities of such person under all hedging obligations; (f) whether or not so
as liabilities in accordance with GAAP, all obligations of such person to pay the deferred purchase price of property or servi
(excluding open accounts extended by suppliers on normal trade terms in connection with purchases of goods and service
obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such per
any warrants, rights or options to acquire such capital stock; (h) indebtedness (excluding prepaid interest thereon) secured
Liens on any property owned by such person even though such person has not assumed or otherwise become liable for the
thereof; (i) all obligations of such person under interest rate, currency or commodity derivatives or hedging transaction; and
or indirect guarantees or other contingent liabilities with respect to any indebtedness, obligation, claim or liability of any oth
of a type described in clauses (a) through (i) above, and with respect to any indebtedness, obligation, claim or liability of a
described in clauses (a) through (j) above, all accrued and unpaid interest, premiums, penalties, breakage costs, unwind co
termination costs, redemption costs, expenses and other charges with respect thereto.

"Indemnified Parties" has the meaning set forth in Section 6.06(a).

"Intellectual Property" means all intellectual property and other similar proprietary rights in any jurisdiction, including s
rights in and to: (a) any patent (including all reissues, divisions, continuations, continuations-in-part and extensions thereof
application, patent disclosure or other patent right, (b) any trademark, service mark, trade name, business name, brand nam
slogan, logo, trade dress and all other indicia of origin together with all goodwill associated therewith, and all registrations,
applications for registration, and renewals for any of the foregoing, and (c) any copyright, work of authorship (whether or n
copyrightable), design, design registration, database rights, and all registrations, applications for registration, and renewals
of the foregoing (and including in all website content and software), (d) any Internet domain names, and (e) any trade secre

75
 "International Trade Laws and Regulations" means all U.S. Laws concerning the import, export, or re-export of produc
software, services, or technology, transactions involving foreign persons, and transactions in a country other than the Unite
administered by the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Energy, the U.S.
Regulatory Commission or the U.S. Department of Treasury, and the U.S. Customs and Border Protection, including the Tar
1930, as amended, the Export Administration Regulations, the International Emergency Economic Powers Act, the Arms Exp
Control Act, the Trading with the Enemy Act, the International Traffic in Arms Regulations, embargoes and trade restrictions
promulgated under Executive Orders of the President of the United States or administered by the U.S. Treasury Departmen
of Foreign Assets Control, anti-boycott regulations, anti-dumping and countervailing duty Laws and regulations, or any othe
applicable international trade Law or regulations administered by a governmental agency.

"Intervening Event" means any event, fact, development, circumstance or occurrence unrelated to an Acquisition Prop
was not known to the Company as of the date hereof (or, if known, the consequences of which were not known to or reason
foreseen by the Company Board as of the date hereof).

"Investment Interest" means any share, capital stock, partnership, limited liability company, membership, member, pro
sharing arrangement or similar interest in any person, and any option, warrant, right or security (including debt securities) c
or exchangeable or exercisable thereto or therefor. For the avoidance of doubt, "Investment Interest" shall include any Guar
Obligations of the Company.

"IRS" has the meaning set forth in Section 3.12(b).

"Joint Notice" has the meaning set forth in Section 3.05(b).

"Joint Venture" has the meaning set forth in Section 3.01(d).

"Knowledge" means (a) with respect to the Company, the actual knowledge of any of the persons listed in Part 9.01(a)
Company Disclosure Schedule, and (b) with respect to Parent or Merger Sub, the actual knowledge of any of the persons li
Part 9.01(b) of the Parent Disclosure Schedule.

"Law" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, re
ordinance, code, edict, consent order, consent decree, decree, Order, judgment, rule, regulation, ruling or requirement issu
enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Au
the NYSE and any Order or decision of an arbitrator or arbitration panel.

"Leased Real Property" has the meaning set forth in Section 3.14(b).

"Legal Proceeding" means any action, suit, claim (or counterclaim), charge, complaint, litigation, arbitration, mediation
grievance, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, a
examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or ot
Governmental Authority or any arbitrator or arbitration or mediation panel.

76
 "Lenders" has the meaning set forth in Section 4.04.

"Liens" means any lien, pledge, hypothecation, charge, mortgage, security interest, claim, option, right of first refusal,
preemptive right, or community property interest or any restriction on the voting of any security, the transfer of any security
or the possession, exercise or transfer of any other attribute of ownership of any asset.

"Marketing Period" means the first period of fifteen (15) consecutive Business Days, on the first day of which, through
and on the last day of which (a) Parent shall have the Required Information the Company is required to provide pursuant to
Section 6.09(a)(iii) and during such period the Required Information is Compliant; provided, that if the Company shall in goo
reasonably believe it has provided the Required Information and that it is Compliant, it may deliver to Parent a written notice
effect (stating when it believes it completed such delivery), in which case the Marketing Period shall be deemed to have co
on the date specified in such notice unless Parent in good faith reasonably believes the Company has not completed the de
the Required Information or that it is not Compliant and, within three (3) Business Days after the delivery of such notice by
Company, delivers a written notice to the Company to that effect (stating with specificity which Required Information the Co
has not delivered or which is not Compliant), and (b) the conditions set forth in Section 7.02(a), 7.02(b), or 7.02(c) (other th
conditions that by their terms are to be satisfied at the Closing) have been satisfied and nothing has occurred and no cond
exists that would cause any of such conditions not to be satisfied assuming the Closing were to be scheduled for any time d
such fifteen (15) Business Day period; provided, however, that (x) the Marketing Period shall end on any earlier date that is
on which the Debt Financing is obtained, (y) such fifteen (15) consecutive Business Day period shall end on or prior to Augu
2013 or begin after September 4, 2013, and (z) the Marketing Period shall not be deemed to have commenced if, after the d
hereof and prior to the completion of the Marketing Period:

(i) Ernst & Young LLP shall have withdrawn its audit opinion with respect to any financial statements contained in
Company's most recently filed Annual Report on Form 10-K, in which case the Marketing Period shall not be deemed to com
unless and until, at the earliest, a new unqualified audit opinion is issued with respect to the consolidated financial statemen
Company for the applicable periods by Ernst & Young LLP or another independent public accounting firm; or

(ii) the Company issues a public statement indicating its intent to restate any historical financial statements of th
Company or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period sh
deemed to commence unless and until, at the earliest, such restatement has been completed and the relevant Company SE
Document or Company SEC Documents have been amended or the Company has announced that it has concluded that no
restatement shall be required in accordance with GAAP.

"Material Contract" has the meaning set forth in Section 3.09(a).

77
 "Merger" has the meaning set forth in the Recitals.

"Merger Consideration" means the cash consideration that a holder of shares of Company Common Stock is entitled t
in exchange for such shares of Company Common Stock pursuant to Section 2.01(c).

"Merger Sub" has the meaning set forth in the Preamble.

"Morgan Stanley" has the meaning set forth in Section 4.08.

"New Debt Commitment Letter" has the meaning set forth in Section 6.08(c).

"NYSE" has the meaning set forth in Section 3.03(d).

"Order" means any order, writ, assessment, decision, injunction, decree, judgment, ruling, award, settlement or stipula
issued, promulgated or entered into by or with any Governmental Authority.

"Ordinary Course of Business" means the ordinary course of business and consistent with past practice.

"Outside Date" has the meaning set forth in Section 8.01(b)(i).

"Owned Real Property" has the meaning set forth in Section 3.14(a).

"Parent" has the meaning set forth in the Preamble.

"Parent Material Adverse Effect" means any change, effect, event, fact, development or occurrence that, individually o
aggregate, with all other changes, effects, events, facts, developments, or occurrences, prevents or materially impedes, int
with, hinders or delays (a) the consummation by Parent or Merger Sub of the Merger or any of the other transactions conte
by this Agreement on a timely basis, or (b) the compliance by Parent or Merger Sub of its obligations under this Agreement
material respect.

"Parent Related Party" means the Financing Sources and the respective, direct or indirect, former, current or future, o
directors, partners, shareholders, managers, members or Affiliates of each of Parent, Merger Sub and the Financing Source

"Parent Termination Fee" means $275,000,000.

"Party" or "Parties" has the meaning set forth in the Preamble.

"PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept an
Obstruct Terrorism Act of 2001, as amended.

"Paying Agent" has the meaning set forth in Section 2.03(a).

"PBGC" has the meaning set forth in Section 3.12(e).

78
 "Per Share Merger Price" has the meaning set forth in Section 2.01(c).

"Permitted Liens" mean (a) mechanics', carriers', workmen's, warehousemen's, repairmen's or other like Liens arising o
incurred in the Ordinary Course of Business, (b) Liens for taxes, assessments and other governmental charges and levies th
due and payable or that may thereafter be paid without interest or penalty, (c) Liens (other than Liens securing indebtednes
borrowed money), defects or irregularities in title, easements, rights-of-way, covenants, restrictions, and other, similar matt
would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of
assets to which they relate, and (d) zoning, building and other similar codes and regulations.

"person" means an individual, corporation (including not-for-profit corporation), general or limited partnership, limited
company, joint venture, association, trust, estate, association, Governmental Authority, unincorporated organization or othe
any kind or nature, including the media, labor organizations or bargaining representatives.

"Plan of Merger" has the meaning set forth in Section 1.03.

"Pre-Existing Bid End Date" means June 27, 2013.

"Proxy Date" has the meaning set forth in Section 6.01(c).

"Proxy Statement" has the meaning set forth in Section 6.01(a).

"Proxy Statement Clearance Date" means the date on which the SEC has, orally or in writing, confirmed that it has no
comments on the Proxy Statement, including the first date following the tenth calendar day following the filing of the prelim
Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement.

"PSU Agreement" has the meaning set forth in Section 2.04(b).

"Qualified Pre-Existing Bidder" means any person or group (the number of which Qualified Pre-Existing Bidders, other
Parent, being limited to two) from whom the Company or any of its Representatives has received an Acquisition Proposal du
period commencing on March 24, 2013 and ending as of the date of this Agreement.

"Regulatory Conditions" means any of the conditions set forth in Section 7.01(b) or Section 7.01(c) (but solely, in the c
Section 7.01(c), with respect to any Order relating to any Antitrust Law).

"Release" means any presence, release, spill, emission, leaking, pumping, emitting, discharging, injecting, escaping, le
dumping, disposing or migrating into or through the environment.

"Representative" means, with respect to any person, any Subsidiary of such person and such person's and each of its
respective Subsidiaries' directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or ot
advisors, agents or representatives.

79
 "Required Information" has the meaning set forth in Section 6.09(a)(iii).

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002.

"SCC" has the meaning set forth in Section 1.03.

"SEC" has the meaning set forth in Section 3.05(b).

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunde

"Securitization Facility" means the Credit and Security Agreement dated as of June 9, 2011 among certain subsidiaries
Company, the lenders from time to time party thereto and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Raboban
Nederland," New York Branch, as administrative agent, as amended.

"Shareholder Approval" has the meaning set forth in Section 3.23.

"Shareholders' Meeting" has the meaning set forth in Section 6.01(c).

"Significant Subsidiary" has the meaning set forth in Section 3.01(c).

"Specified Foreign Merger Control Law" has the meaning set forth in Section 6.03(a).

a "Subsidiary" of any person means another person, an amount of the voting securities, other voting rights or voting
partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if
no such voting interests, more than 50% of the equity interests of which) is owned directly or indirectly by such first person

"Subsidiary Charter Documents" has the meaning set forth in Section 3.02

"Superior Proposal" means a bona fide written Acquisition Proposal involving the acquisition of (i) in excess of 50% (b
the fair market value, as determined in good faith by the Company Board) of the assets (including capital stock of the Subs
the Company) of the Company and its Subsidiaries, taken as a whole, or (ii) in excess of 50% of the total voting power of th
securities of the Company, taken as a whole, obtained after the date hereof, which did not result from or arise in connection
material breach of Section 5.02(a), which the Company Board determines in good faith (after consultation with its outside le
counsel and financial advisor) to be more favorable to the Company's shareholders from a financial point of view than the M
each case, taking into account all such factors and matters deemed relevant in good faith by the Company Board, including
financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and the
transactions contemplated hereby.

"Surviving Corporation" has the meaning set forth in Section 1.01.

80
 "Takeover Law" means any "fair price," "moratorium," "control share acquisition," "interested shareholder," "business
combination" or other form of anti-takeover statute or regulation.

"Tax" means any tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value added tax, su
excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll t
assessment, tariff, duty (including any customs duty), deficiency or fee (including any fine, penalty or interest), imposed, as
collected by or under the authority of any Governmental Authority.

"Tax Return" means any return (including any information return), report, statement, declaration, estimate, schedule, n
notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed wi
submitted to, any Governmental Authority in connection with the determination, assessment, collection, deposit, remittance
withholding or payment of any Tax or in connection with the administration, implementation or enforcement of or complianc
any Law relating to any Tax, including any amendment thereto.

"Tier I Company Termination Fee" means $175,000,000.

"Tier II Company Termination Fee" means $75,000,000.

"Trade Authorizations" has the meaning set forth in Section 3.18.

"Transaction Litigation" means any Legal Proceeding commenced or threatened against any Party or any of its Affiliate
Governmental Authority or any private party relating to, arising out of or involving this Agreement, the Merger or any of the
transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the
consummation of the Merger and the other transactions contemplated by this Agreement.

"Triggering Event" means any of the following events: (a) a Change in Company Board Recommendation; (b) the Com
have materially breached or failed to perform in a material respect its obligations or agreements contained in Section 5.02;
following the disclosure or announcement of an Acquisition Proposal, the Company Board shall have failed to reaffirm publi
Company Board Recommendation within ten (10) Business Days after such Acquisition Proposal is disclosed or announced

"UKBA" has the meaning set forth in Section 3.21(a).

"Voting Debt" has the meaning set forth in Section 3.03(c).

"VSCA" has the meaning set forth in the Recitals.

"WARN Act" means the Worker Adjustment and Retraining Notification Act, as amended, and any similar state, local or
Law or regulation requiring advance notification of a mass layoff or plant closing or other similar event requiring advance no
any Employee, employee representative or Governmental Authority.

81
 "Willful Breach" means, (i) with respect to any breaches or failures to perform any of the covenants or other agreemen
contained in this Agreement, a material breach that is a consequence of an act or failure to act undertaken by the breaching
with knowledge (after reasonable inquiry) that such Party's act or failure to act would reasonably be expected to result in o
constitute a breach of this Agreement or (ii) Parent's failure to consummate the Merger by the time set forth in Section 1.02
the conditions set forth in Section 7.01 and Section 7.02 have been satisfied (other than those conditions that by their terms
satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) and the Company stood
and willing to consummate the Closing on that date, except, with respect to clause (ii) only, if Parent and Merger Sub fail to
consummate the transactions contemplated by this Agreement solely as a result of a breach by the Lenders of their obligat
make available to Parent and Merger Sub the full amount of the Debt Financing (or if definitive agreements have been enter
connection with the Debt Financing, pursuant to such definitive agreements).

Section 9.02 INTERPRETATION.

(a) When a reference is made in this Agreement to an Article, a Section or Exhibit, such reference shall be to an Article
Section of, or an Exhibit to, this Agreement unless otherwise indicated.

(b) The table of contents, headings and index of defined terms contained in this Agreement are for reference purpose
shall not affect in any way the meaning or interpretation of this Agreement.

(c) Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be fo
the words "without limitation." The word "will" shall be construed to have the same meaning and effect of the word "shall." T
"hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement a
and not to any particular provision of this Agreement. The word "extent" in the phrase "to the extent" shall mean the degree
a subject or other thing extends, and such phrase shall not mean simply "if." The word "or" when used in this Agreement is
exclusive. When used in this Agreement, "dollars" and "$" shall refer to U.S. dollars.

(d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a
of intent or interpretation arises, this Agreement shall be construed without regard to any presumption or rule requiring con
or interpretation against the Party drafting or causing any instrument to be drafted.

(e) References to a person are also to its permitted successors and assigns. All terms defined in this Agreement shall
defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defi
therein.

(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms
masculine as well as to the feminine and neuter genders of such term.

82
 (g) Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referre
herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (i
case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable succes
statutes and references to all attachments thereto and instruments incorporated therein.

(h) Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be dee
include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Tim
part of Parent and the Surviving Corporation to cause such Subsidiary to take such action. Whenever this Agreement requir
Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause
Sub to take such action.

ARTICLE X

GENERAL PROVISIONS

Section 10.01 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the representations and warranties in this A
or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 10.01 shall not limit
covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Section 10.02 EXPENSES. Except as provided in Section 8.03, all fees and expenses incurred in connection with this Ag
the Merger and the other transactions contemplated by this Agreement shall be paid by the Party incurring such fees or ex
whether or not the Merger or any of the other transactions contemplated by this Agreement are consummated.

Section 10.03 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed duly
(a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid;
(b) one (1) Business Day (or, if international, two (2) Business Days) after being sent by an internationally recognized overni
courier; (c) on the date of actual delivery if delivered personally (with written confirmation of receipt); or (d) on the date of
confirmation of receipt (or the first (1st) Business Day following such receipt if the date of such receipt is not a Business Da
transmission by facsimile, in each case to the intended recipient as set forth below (or to such other address or facsimile te
number as such Party shall have specified in a written notice given to the other parties hereto):

if to Parent or Merger Sub, to:

Shuanghui International Holdings Limited

Unit 7602B-7604A, Level 76, ICC
1 Austin Rd West
Kln., Hong Kong
Fax No.: (852) 2868-6001
Attention: Zhijun Yang
General Manager/Director

83
 with a copy (which shall not constitute notice) to:

Paul Hastings LLP

4747 Executive Drive
Twelfth Floor
San Diego, CA 92121
Fax No.: (858) 458-3130
Attention: Carl R. Sanchez

if to the Company, to:

Smithfield Foods, Inc.

200 Commerce Street
Smithfield, VA 23430
Fax No.: (757) 365-3025
Attention: Michael H. Cole
Vice President and Chief Legal Officer

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue
New York, NY 10017
Fax No.: (212) 455-2502
Attention: Robert E. Spatt
Patrick J. Naughton

Section 10.04 ENTIRE AGREEMENT. This Agreement (including the Exhibits hereto and the Disclosure Schedule), togeth
the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings,
written and oral, among the Parties with respect to the subject matter of this Agreement and the Confidentiality Agreement

Section 10.05 NO THIRD-PARTY BENEFICIARIES. Except for the provisions of (a) with respect to any holder of any Compa
Award, Section 2.04(b), (b) Section 6.06, and (c) with respect to the Financing Sources, the provisions of this Section 10.05
Sections 8.03(i), 8.04, 10.08(a), 10.08(c), 10.09 and 10.10(b) neither this Agreement nor any other agreement contemplated
is intended to or shall confer upon any person (including any Company Related Party or Parent Related Party) other than th
hereto and thereto any legal or equitable rights or remedies. The representations and warranties in this Agreement are the
negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and wa
are subject to waiver by the Parties in accordance with Section 8.05 without notice or liability to any other person. The
representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with pa
matters.

84
 Section 10.06 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be a
in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Part
any assignment without such consent shall be null and void; provided, however, that, prior to the Closing, Parent and Merge
may assign this Agreement (in whole but not in part) to Parent or any of its direct or indirect wholly owned Subsidiaries afte
providing written notice thereof to the Company at least five (5) Business Days prior to such assignment and/or to any part
providing the Debt Financing solely for purposes of creating a security interest herein or otherwise assign as collateral in re
such Debt Financing. No assignment by any Party shall relieve such Party of any of its obligations hereunder. Subject to the
immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the P
their respective successors and assigns.

Section 10.07 GOVERNING LAW. EXCEPT TO THE EXTENT THAT THE VSCA MUST GOVERN, INCLUDING WITH RESPEC
THE TERMS OF THE MERGER AND APPLICABLE PROVISIONS OF SECTION 6.06, THIS AGREEMENT AND ANY LEGAL PRO
(WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO AR
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (INCLUDING THE DEBT COMMITMENT LET
OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF, SHALL BE GOVERNED BY, AND CONSTRU
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE G
UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

Section 10.08 JURISDICTION; SERVICE OF PROCESS.

(a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery and any sta
appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept juris
over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) for the purpose
Legal Proceeding directly or indirectly based upon, relating to arising out of this Agreement or any transaction contemplate
(including the Financing Agreements) or the negotiation, execution or performance hereof or thereof, and each of the Partie
irrevocably agrees that all claims in respect of such action or proceeding shall be brought in, and may be heard and determ
exclusively in such state or federal courts. Each of the Parties irrevocably and unconditionally waives any objection to the la
venue in, and any defense of inconvenient forum to the maintenance of, any action or proceeding so brought. Each of the P
agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by s
judgment or in any other manner provided by Law.

85
 (b) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in an
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by pers
delivery of copies of such process to such party at the addresses set forth in Section 10.03. Nothing in this Section 10.08 s
the right of any Party to serve legal process in any other manner permitted by Law.

(c) Each of the Parties agrees that it will not bring or support any Legal Proceeding of any kind or description (includin
cross-claim or third-party claim), whether in law or in equity, whether in contract or in tort or otherwise, against any of the F
Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dis
arising out of or relating in any way to the Debt Commitment Letters or the performance thereof, in each case, in any forum
than the Supreme Court of the state of New York, county of New York, or, if under applicable Law exclusive jurisdiction is ve
the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Section 10.09 WAIVER OF JURY TRIAL. Each Party acknowledges and agrees that any controversy which may arise und
Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and uncon
waives any right such Party may have to a trial by jury in any Legal Proceeding directly or indirectly based upon, relating to
out of this Agreement or any transaction contemplated hereby (including the Financing Agreements) or the negotiation, exe
performance hereof or thereof. Each Party certifies and acknowledges that (a) no Representative, agent or attorney of any
Party has represented, expressly or otherwise, that such other Party would not, in the event of any Legal Proceeding, seek
the foregoing waiver, (b) each Party understands and has considered the implication of this waiver, (c) each Party makes th
voluntarily, and (d) each Party has been induced to enter into this Agreement by, among other things, the mutual waivers an
certifications in this section.

Section 10.10 SPECIFIC PERFORMANCE; REMEDIES.

(a) The Parties agree that irreparable injury for which monetary damages, even if available, would not be an adequate
would occur in the event that the Parties hereto do not perform the provisions of this Agreement (including failing to take su
actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
such provisions. Accordingly, the Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific
performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement and to en
specifically the terms and provisions hereof and thereof, in addition to any other remedy to which they are entitled at law or
Each of the Parties agrees that, subject to Section 10.10(b), it will not oppose the granting of an injunction, specific perform
other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific perform
not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction to prevent breaches of this Ag
and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction related to this Agreem

86
provided in Section 10.08 may seek such an injunction without the necessity of demonstrating damages or posting a bond
security in connection with any such Order. To the extent any Party brings an action, suit or proceeding to enforce specifica
performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that e
survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, th
Date shall automatically be extended to the later of (x) the twentieth (20th) Business Day following the resolution of such ac
or proceeding or (y) such other time period established by the court presiding over such action, suit or proceeding (it being
understood that this Section 10.10(a) shall not be deemed to alter, amend, supplement or otherwise modify the terms of an
Financing (including the expiration or termination provisions thereof). Subject to Section 10.10(b), each of Parent and Merg
the one hand, and the Company, on the other hand, hereby agrees not to raise any objections to the availability of the equit
remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Parent or Mer
or the Company, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches
threatened breaches of, or to enforce compliance with, the covenants and obligations of Parent or Merger Sub, or the Comp
applicable, under this Agreement.

(b) Notwithstanding the right of the Company to obtain an injunction, or other appropriate form of specific performanc
equitable relief described in Section 10.10(a), the Parties acknowledge and agree that the Company shall not be entitled to
specifically the obligations of Parent or Merger Sub to consummate the Merger unless (i) all of the conditions set forth in Se
and Section 7.02 (other than any condition that by its nature cannot be satisfied until the Closing, but that is expected to be
at the Closing) have been satisfied or waived, (ii) the full proceeds to be provided to Parent or Merger Sub by the Debt Fina
shall be available to Parent or Merger Sub to complete the Merger.

Section 10.11 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enfo
any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force a
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner material
to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible
fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby a
to the extent possible.

87
 Section 10.12 COUNTERPARTS; FACSIMILE AND ELECTRONIC SIGNATURES. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other Parties. This Agreement or any counterpar
executed and delivered by facsimile copies or delivered by electronic communications by portable document format (.pdf),
which shall be deemed an original.

{Remainder of page intentionally left blank.}

88
 IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their resp
officers thereunto duly authorized, all as of the date first written above.

SHUANGHUI INTERNATIONAL HOLDINGS

By: /s/ Wan Long

Name: Wan Long
Title: Chairman

SUN MERGER SUB, INC.

By: /s/ Wan Long

Name: Wan Long
Title: Chairman

SMITHFIELD FOODS, INC.

By: /s/ C. Larry Pope

Name: C. Larry Pope
Title: President and CEO

[Signature Page to the Merger Agreement]

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